Form 8-K

8-K — Chubb Ltd

Accession: 0001104659-26-064150

Filed: 2026-05-20

Period: 2026-05-20

CIK: 0000896159

SIC: 6331 (FIRE, MARINE & CASUALTY INSURANCE)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2615040d1_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2615040d1_ex1-1.htm)

EX-1.2 — EXHIBIT 1.2 (tm2615040d1_ex1-2.htm)

EX-4.1 — EXHIBIT 4.1 (tm2615040d1_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2615040d1_ex4-2.htm)

EX-5.1 — EXHIBIT 5.1 (tm2615040d1_ex5-1.htm)

EX-5.2 — EXHIBIT 5.2 (tm2615040d1_ex5-2.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant To Section 13 or 15 (d)

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) - May 20, 2026

Chubb Limited

(Exact

name of registrant as specified in its charter)

Switzerland

1-11778

98-0091805

(State or other jurisdiction of

Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Baerengasse

CH-8001

Zurich,

Switzerland

(Address of principal executive offices)

Registrant’s telephone

number, including area code: +41 (0)43 456

76 00

Not applicable

(Former name or former address, if changed since

last report)

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):

Written communications pursuant to Rule 425 under the Securities Act

(17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

(17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the

Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common

Shares, par value CHF 0.50 per share

New

York Stock Exchange

Guarantee

of Chubb INA Holdings LLC 0.875% Senior Notes due 2027

CB/27

New

York Stock Exchange

Guarantee

of Chubb INA Holdings LLC 1.55% Senior Notes due 2028

CB/28

New

York Stock Exchange

Guarantee

of Chubb INA Holdings LLC 0.875% Senior Notes due 2029

CB/29A

New

York Stock Exchange

Guarantee

of Chubb INA Holdings LLC 1.40% Senior Notes due 2031

CB/31

New

York Stock Exchange

Guarantee

of Chubb INA Holdings LLC 2.50% Senior Notes due 2038

CB/38A

New

York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth

company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

On May 18, 2026, Chubb INA Holdings LLC (the “Company”)

agreed to sell in a public offering $1,000,000,000 of 5.300% Senior Notes due 2036 (the “Notes”). The Notes will be fully

and unconditionally guaranteed by Chubb Limited.

Attached as Exhibits 1.1 and 1.2 are copies of the underwriting agreement

and terms agreement relating to such public offering. Attached as Exhibits 4.1 and 4.2 are the form of officer’s certificate establishing

the Notes and the form of the Notes. Attached as Exhibits 5.1 and 5.2 are certain opinions related to the Notes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

Number

Description

Method of Filing

1.1*

Underwriting Agreement, dated as of May 18, 2026, between Chubb INA Holdings LLC,

Chubb Limited and the underwriters named in the related terms agreement

Filed herewith

1.2*

Terms Agreement, dated as of May 18, 2026, among Chubb INA Holdings LLC, Chubb

Limited, Barclays Capital Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters named therein

Filed herewith

4.1*

Form of Officer’s Certificate related to the 5.300% Senior Notes due 2036

Filed herewith

4.2

Form of Global Note for the 5.300% Senior Notes due 2036

Filed herewith

5.1

Opinion of Bär & Karrer AG

Filed herewith

5.2

Opinion of Willkie Farr & Gallagher LLP

Filed herewith

23.1

Consent of Bär & Karrer AG

Included in Exhibit 5.1

23.2

Consent of Willkie Farr & Gallagher LLP

Included in Exhibit 5.2

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

Certain exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. Chubb Limited agrees to furnish supplementally a copy of any omitted exhibit to the Securities & Exchange Commission upon request; provided, however, that Chubb Limited may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

- 2 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Chubb Limited

By:

/s/ Joseph F. Wayland

Joseph F. Wayland

General Counsel

DATE: May 20, 2026

- 3 -

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2615040d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

Execution Version

CHUBB INA HOLDINGS LLC

(a Delaware limited liability company)

Senior and Subordinated Debt Securities

Unconditionally Guaranteed as to Payment of

Principal, Premium, if any, and Interest by

CHUBB LIMITED

UNDERWRITING AGREEMENT

Dated: May 18, 2026

Table of Contents

Page

Representations

and Warranties

Representations

and Warranties by the Company and the Guarantor

Compliance

with Registration Requirements; Disclosure

Incorporated

Documents

Independent

Accountants

Financial

Statements

Material Adverse Change in Business

Good

Standing of the Company; Place of Management

Valid

Existence of the Guarantor

Good

Standing of Corporate Subsidiaries

Good

Standing of Partnership Subsidiaries

10.

Capitalization

11.

Authorization

of this Underwriting Agreement and Terms Agreement

12.

Authorization

of Underwritten Securities

13.

Authorization

of Guarantee

14.

Authorization

of the Indentures

15.

Descriptions

of the Underwritten Securities, the Guarantee and the Indentures

16.

Non-Taxation

17.

Reserves

18.

Absence

of Defaults and Conflicts

19.

Absence

of Proceedings

20.

Accuracy

of Exhibits

21.

Absence

of Further Requirements

22.

Possession

of Licenses and Permits

23.

Insurance

Laws

24.

Governmental

Authorization

25.

Commodity

Exchange Act

26.

Investment

Company Act

27.

Internal

Controls and Procedures

Officers’

Certificates

II.

Sale

and Delivery to Underwriters; Closing

Underwritten

Securities

Payment

Denominations;

Registration

III.

Covenants

of the Company and the Guarantor

Compliance

with Securities Regulations and Commission Requests; Payment of Filing Fees

Filing of

Amendments and Exchange Act Documents; Preparation of Final Term Sheet

Delivery

of Registration Statements

Delivery

of Prospectuses

Continued

Compliance with Securities Laws

Blue

Sky Qualifications

Earnings

Statement

Use

of Proceeds

Listing

Restriction

on Sale of Debt Securities

Reporting

Requirements

Documentary,

Stamp or Similar Issue Taxes

Permitted

Free Writing Prospectuses

Registration

Statement Renewal Deadline

Notice

of Inability to Use Automatic Shelf Registration Statement Form

IV.

Payment

of Expenses

Expenses

Termination

of Agreement

Conditions

of Underwriters’ Obligations

Effectiveness

of Registration Statement; Filings

Opinions

of Counsel for Company and Guarantor

Opinion

of Counsel for Underwriters

Company

Officer's Certificate

Guarantor

Officer's Certificate

Accountant’s

Comfort Letter

Bring-down

Comfort Letter

Ratings

Approval

of Listing

Additional

Documents

Termination

of Terms Agreement

VI.

Indemnification

of Underwriters

Indemnification

of Company, Guarantor, Directors and Officers

Actions

against Parties; Notification

Settlement without Consent

if Failure to Reimburse

VII.

Contribution

VIII.

Representations,

Warranties and Agreements to Survive Delivery

IX.

Termination

Terms

Agreement

Liabilities

Default

by One or More of the Underwriters

XI.

Notices

XII.

Parties

XIII.

Consent

to Jurisdiction; Miscellaneous

XIV.

Waiver

of Immunities

XV.

Judgment

Currency

XVI.

Advisory or Fiduciary Responsibility

XVII.

Contractual

Recognition of UK Bail-in

XVIII.

Recognition

of the U.S. Special Resolution Regimes

XIX.

Governing

Law and Time

XX.

Counterparts

XXI.

Effect of Headings

iii

CHUBB INA HOLDINGS LLC

(a Delaware limited liability company)

Senior and Subordinated Debt Securities

Unconditionally Guaranteed as to Payment of

Principal, Premium, if any, and Interest by

CHUBB LIMITED

UNDERWRITING AGREEMENT

May 18, 2026

To: The Underwriters named in the

within-mentioned Terms Agreement

Ladies and Gentlemen:

Chubb INA Holdings LLC, a Delaware limited liability

company (the “Company”), proposes to issue and sell $1,000,000,000 aggregate principal amount of its senior or subordinated

debt securities (the “Debt Securities”), from time to time, in or pursuant to one or more offerings on terms to be determined

at the time of sale. The Debt Securities will be unconditionally guaranteed as to payment of principal, premium, if any, and interest

by Chubb Limited, a Swiss company (the “Guarantor”).

The Debt Securities will be issued in one or more

series as senior indebtedness (the “Senior Debt Securities”) under an indenture, dated as of August 1, 1999 (as supplemented

by a First Supplemental Indenture, dated as of March 13, 2013, and as may be further amended or supplemented from time to time (including

by any supplement which may be entered into in connection with the issuance of such Debt Securities), the “Senior Indenture”),

among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company,

N.A., as successor to J.P. Morgan Trust Company, National Association and The First National Bank of Chicago), as trustee (the “Senior

Trustee”), or as subordinated indebtedness (the “Subordinated Debt Securities”) under an indenture (the “Subordinated

Indenture”, and collectively with the Senior Indenture, the “Indentures”, and each, an “Indenture”), dated

as of December 1, 1999 among the Company, the Guarantor and J.P. Morgan Trust Company, National Association, as trustee (the “Subordinated

Trustee”, and collectively with the Senior Trustee, the “Trustees”, and each, a “Trustee”). Each series

of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments

thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion or exchange provisions and

any other variable terms established by or pursuant to the applicable Indenture.

Whenever the Company determines to make an offering

of Debt Securities, the Company and the Guarantor will enter into an agreement (each, a “Terms Agreement”) providing for

the sale of such Debt Securities to, and the purchase and offering thereof by, the underwriters specified in the Terms Agreement (the

“Underwriters”, which term shall include any Underwriter substituted pursuant to Section 10 hereof). The Terms Agreement

relating to the offering of Debt Securities shall specify the aggregate principal amount of Debt Securities to be issued (the “Underwritten

Securities”), the name of each Underwriter participating in such offering (subject to substitution as provided in Section 10

hereof) and the name of any Underwriter acting as co-manager in connection with such offering, the aggregate principal amount of Underwritten

Securities that each such Underwriter severally agrees to purchase, whether such offering is on a fixed or variable price basis and,

if on a fixed price basis, the initial offering price, the price at which the Underwritten Securities are to be purchased by the Underwriters,

the form, time, date and place of delivery and payment of the Underwritten Securities and any other material variable terms of the Underwritten

Securities. The Terms Agreement, which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange

of any standard form of written telecommunication between the Company and the Guarantor, on the one hand, and one or more of the Underwriters,

acting for themselves and, if applicable, as representative(s) of any other Underwriters. Each offering of Underwritten Securities

will be governed by this Underwriting Agreement, as supplemented by the applicable Terms Agreement. As used herein, the term “Representative(s)”

means, with respect to any offering of Debt Securities, any Underwriter(s) specified as the representative(s) of the Underwriters

of such offering in the applicable Terms Agreement and if none is so designated, it means the Underwriters.

The Company and the Guarantor have filed with

the Securities and Exchange Commission (the “Commission”) a joint automatic shelf registration statement on Form S-3

(No. 333-282482), for the registration of the Debt Securities and the guarantee thereof of the Guarantor (the “Guarantee”)

under the Securities Act of 1933, as amended (the “1933 Act”), and the offering thereof from time to time in accordance with

Rule 415 of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”). Such registration

statement became effective automatically upon filing on October 3, 2024, each Indenture has been duly qualified under the Trust

Indenture Act of 1939, as amended (the “1939 Act”), and the Company and the Guarantor have filed such post-effective amendments

to such registration statement as may be required prior to the execution of the applicable Terms Agreement and each such post-effective

amendment became effective automatically upon filing with the Commission. At any given time, such registration statement (as so amended,

if applicable, to such time), including any required information deemed to be a part thereof at such time pursuant to Rule 430B

of the 1933 Act Regulations (the “Rule 430B Information”), is referred to herein as the “Registration Statement”;

and the final base prospectus or prospectuses and the final prospectus supplement relating to the offering of the Underwritten Securities,

in the form first furnished to the Underwriters by the Company and the Guarantor for use in connection with the offering of the Underwritten

Securities, are collectively referred to herein as the “Prospectus”; provided, however, that at any given time references

to the “Registration Statement” and the “Prospectus” shall also be deemed to include all documents incorporated

therein by reference pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), as of, in the case of

the Registration Statement, such given date, or, in the case of the Prospectus, as of the date of the Prospectus. A “preliminary

prospectus” shall be deemed to refer to any prospectus used before the Registration Statement became effective and any prospectus

that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) of

the 1933 Act Regulations and was used after such effectiveness and prior to the relevant Applicable Time (as defined in the applicable

Terms Agreement), including in each case any base prospectus so used and the documents incorporated by reference therein. For purposes

of this Underwriting Agreement, all references to the Registration Statement, Prospectus or preliminary prospectus or to any amendment

or supplement to any of the foregoing shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering,

Analysis and Retrieval system (“EDGAR”).

The term “Disclosure Package” shall

mean (i) each preliminary prospectus, as amended or supplemented, used in connection with the offer of the Underwritten Securities,

(ii) the Final Term Sheet (as defined herein), which shall be identified in Schedule I to the applicable Terms Agreement, and (iii) any

issuer free writing prospectuses as defined in Rule 433 of the 1933 Act Regulations (each, an “Issuer Free Writing Prospectus”)

that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

All references in this Underwriting Agreement

to financial statements and schedules and other information which are, at a given time, “contained,” “included”

or “stated” (or other references of like import) in the Registration Statement, Prospectus or preliminary prospectus shall

be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference or

deemed to be included in the Registration Statement, Prospectus or preliminary prospectus, as the case may be, as of, in the case of

the Registration Statement, such given time, or, in the case of the Prospectus, the date of the Prospectus, or, in the case of a preliminary

prospectus, the relevant Applicable Time; and all references in this Underwriting Agreement to amendments or supplements to the Registration

Statement, Prospectus or preliminary prospectus shall be deemed, at a given time, to mean and include the filing of any document under

the 1934 Act or the 1933 Act which is incorporated by reference or deemed to be included in the Registration Statement, Prospectus or

preliminary prospectus, as the case may be, after, in the case of the Registration Statement, such given time, or, in the case of the

Prospectus, the date of the Prospectus, or, in the case of a preliminary prospectus, the relevant Applicable Time.

The term “broadly available road show”

means a “bona fide electronic road show” as defined in Rule 433(h)(5) of the 1933 Act Regulations that has been

made available without restriction to any person.

I.              Representations

and Warranties.

A.            Representations

and Warranties by the Company and the Guarantor. The Company and the Guarantor represent and warrant to each Underwriter named in

the applicable Terms Agreement, as of the date thereof, as of the Applicable Time and as of the Closing Time (as defined below) (in each

case, a “Representation Date”), as follows:

1.              Compliance

with Registration Requirements; Disclosure. (i) At the time of filing the Registration Statement, (ii) at the time of the

most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was

by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus)

and (iii) at the execution time of each of this Agreement and the applicable Terms Agreement (with each such date being used as

the determination date for purposes of this clause (iii)), each of the Company and the Guarantor was and is a “well-known seasoned

issuer” as defined in Rule 405 of the 1933 Act Regulations. The Registration Statement is an “automatic shelf registration

statement”, as defined in Rule 405 of the 1933 Act Regulations, neither the Company nor the Guarantor has received from the

Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to use of the automatic shelf registration

statement form and neither the Company nor the Guarantor has otherwise ceased to be eligible to use the automatic shelf registration

statement form.

At the earliest time after the filing

of the Registration Statement relating to the Underwritten Securities that the Company, the Guarantor or another offering participant

made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) and (ii) as of the date of the

execution and delivery of each of this Agreement and the applicable Terms Agreement (with each such date being used as the determination

date for purposes of this clause (ii)), neither the Company nor the Guarantor was or is an Ineligible Issuer (as defined in Rule 405

of the 1933 Act Regulations), without taking account of any determination by the Commission pursuant to Rule 405 of the 1933 Act

Regulations that it is not necessary that either the Company or the Guarantor be considered an Ineligible Issuer.

No stop order has been issued under

the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company or the Guarantor,

are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with.

In addition, each Indenture has been duly qualified under the 1939 Act.

At the respective times the Registration

Statement became effective or was deemed effective with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933

Act Regulations and at each Representation Date, the Registration Statement and any amendments thereto complied and will comply in all

material respects with the requirements of the 1933 Act, the 1933 Act Regulations, the 1939 Act and the rules and regulations of

the Commission under the 1939 Act (the “1939 Act Regulations”) and did not and will not contain an untrue statement of a

material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

At the date of the Prospectus and at

the Closing Time, neither the Prospectus nor any amendments and supplements thereto included or will include an untrue statement of a

material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the

circumstances under which they were made, not misleading.

As of the Applicable Time, the Disclosure

Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not misleading.

Any Issuer Free Writing Prospectus and

the Final Term Sheet, as of their issue dates and at all subsequent times through the completion of the offering of the Underwritten

Securities or until any earlier date that the Company or the Guarantor notified or notifies the Representative(s) as described in

the next sentence, did not, do not and will not include any information that conflicted, conflicts or will conflict with the information

contained in the Registration Statement, the Prospectus or any preliminary prospectus, including any document incorporated by reference

therein that has not been superseded or modified. If at any time following issuance of an Issuer Free Writing Prospectus there occurred

or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information

contained in the Registration Statement, the Prospectus or any preliminary prospectus, the Company has promptly notified or will promptly

notify the Representative(s) and has promptly amended or supplemented or will promptly amend or supplement, at its own expense,

such Issuer Free Writing Prospectus to eliminate or correct such conflict.

Each broadly available road show, if

any, when considered together with the Disclosure Package, does not contain any untrue statement of a material fact or omit to state

a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Neither the Company nor the Guarantor

has distributed nor will it distribute, prior to the later of the Closing Time and the completion of the Underwriters’ distribution

of the Underwritten Securities, any offering material in connection with the offering and sale of the Underwritten Securities other than

a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative(s) and

included in Schedule I to the applicable Terms Agreement, any electronic road show reviewed and consented to by the Representative(s),

or the Registration Statement.

Notwithstanding the foregoing, the representations

and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the Disclosure Package

or the Prospectus made in reliance upon and in conformity with information furnished to the Company or the Guarantor in writing by any

Underwriter through the Representative(s) expressly for use in the Registration Statement, the Disclosure Package or the Prospectus.

To the Company’s knowledge, the

Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the 1933

Act, nor is the Company or the Guarantor the subject of a pending proceeding under Section 8A of the 1933 Act in connection with

the offering of the Underwritten Securities.

Each preliminary prospectus and the

Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to

Rule 424 of the 1933 Act Regulations, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary

prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Underwritten Securities will,

at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR,

except to the extent permitted by Regulation S-T.

2.              Incorporated

Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Disclosure Package

and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects

with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder (the “1934 Act Regulations”)

and, when read together with the other information in the Disclosure Package or the Prospectus, as the case may be, at the Applicable

Time or at the date of the Prospectus, as the case may be, and at the Closing Time, did not and will not include an untrue statement

of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading.

3.              Independent

Accountants. The accountants who certified or shall certify the financial statements and any supporting schedules thereto of the

Guarantor included in each of the Registration Statement, the Disclosure Package and the Prospectus are independent public accountants

with respect to the Guarantor and its subsidiaries as required by the 1933 Act and the 1933 Act Regulations.

4.              Financial

Statements. (a) The financial statements of the Guarantor included in each of the Registration Statement, the Disclosure Package

and the Prospectus, together with the related schedules and notes, as well as those financial statements, schedules and notes of any

other entity included therein, present fairly the financial position of the Guarantor and its consolidated subsidiaries, or such other

entity, as the case may be, at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the

Guarantor and its consolidated subsidiaries, or such other entity, as the case may be, for the periods specified. Such financial statements

have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent

basis throughout the periods involved, except as indicated therein or in the notes thereto. The supporting schedules, if any, included

in each of the Registration Statement, the Disclosure Package and the Prospectus present fairly in accordance with GAAP the information

required to be stated therein. The selected financial data and the summary financial information, if any, of the Guarantor included in

each of the Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent

with that of the related audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus.

(b)            The

interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure

Package and the Prospectus presents fairly the information called for in all material respects and has been prepared in accordance with

the Commission’s rules and guidelines applicable thereto.

5.              No

Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the

Disclosure Package and the Prospectus, except as otherwise stated therein, (i) neither the Guarantor nor any of its subsidiaries

(including the Company) has sustained any material loss or material interference with its business from any action, notice, order or

decree from an insurance regulatory authority and (ii) there has been (A) no material adverse change in case reserves or losses

or loss expense of the Guarantor and its consolidated subsidiaries (including the Company) and (B) no material adverse change, nor

any development or event involving a prospective material adverse change, in the financial condition, business, or results of operations

of the Guarantor and its subsidiaries (including the Company) considered as one enterprise, in either case whether or not arising in

the ordinary course of business (a “Material Adverse Change”).

6.              Good

Standing of the Company; Place of Management. The Company is a wholly-owned subsidiary of the Guarantor and it has been duly formed

and is subsisting and in good standing under the laws of the State of Delaware, with limited liability company power and authority to

own, lease and operate its properties and to conduct its business as described in each of the Disclosure Package and the Prospectus and

to enter into and perform its obligations under, or as contemplated under, this Underwriting Agreement and the applicable Terms Agreement.

The Company is duly qualified to transact business as a foreign limited liability company and is in good standing in all other jurisdictions

in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so

qualify or be in good standing would not reasonably be expected to result in a Material Adverse Change. The Company is domiciled and

has its effective place of management outside Switzerland.

7.              Valid

Existence of the Guarantor. The Guarantor has been duly created for an unlimited duration and is validly existing as a company limited

by shares (Aktiengesellschaft) under the laws of Switzerland, with corporate power and authority to own, lease and operate its

properties and to conduct its business as described in each of the Disclosure Package and the Prospectus and to enter into and perform

its obligations under, or as contemplated under, this Underwriting Agreement and the applicable Terms Agreement. The Guarantor is duly

qualified to transact business as a foreign corporation and is in good standing in all other jurisdictions in which its ownership or

lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or be in good standing

would not reasonably be expected to result in a Material Adverse Change.

8.              Good

Standing of Corporate Subsidiaries. Each subsidiary of the Guarantor, other than such subsidiaries as would not, individually or

in the aggregate, constitute a “significant subsidiary” as such term is defined in Rule 1-02 of Regulation S-X promulgated

under the 1933 Act (each, a “Significant Subsidiary”) (including the Company), that is a corporation and/or limited liability

company has been duly incorporated or organized and is an existing corporation and/or limited liability company in good standing (with

respect to jurisdictions that recognize such concept) under the laws of the jurisdiction of its incorporation, with corporate power and

authority to own, lease and operate its properties and to conduct its business as described in each of the Disclosure Package and the

Prospectus; each such Significant Subsidiary of the Guarantor is duly qualified to transact business as a foreign corporation and/or

foreign limited liability company and is in good standing (with respect to jurisdictions that recognize such concept) in all other jurisdictions

in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so

qualify or be in good standing would not reasonably be expected to result in a Material Adverse Change; all of the issued and outstanding

capital stock of each such Significant Subsidiary of the Guarantor has been duly authorized and validly issued and is fully paid and

nonassessable; and all of the issued and outstanding capital stock of each such Significant Subsidiary is owned by the Guarantor, directly

or through subsidiaries, except for de minimis shareholdings as required to comply with applicable law, and such capital stock is owned

free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (except for restrictions on transferability

of the shares of insurance subsidiaries, under applicable law).

9.              Good

Standing of Partnership Subsidiaries. Each Significant Subsidiary of the Guarantor that is a partnership has been duly formed and

is an existing partnership in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction

of its formation, with power and authority to own, lease and operate its properties and to conduct its business as described in each

of the Disclosure Package and the Prospectus; each such Significant Subsidiary of the Guarantor is duly qualified to transact business

and is in good standing (with respect to jurisdictions that recognize such concept) in all other jurisdictions in which its ownership

or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or be in good

standing would not reasonably be expected to result in a Material Adverse Change; all of the outstanding equity interests of each such

Significant Subsidiary of the Guarantor have been duly authorized and validly issued; and all of the equity interests of each such Significant

Subsidiary are owned by the Guarantor, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien,

encumbrance, claim or equity (other than immaterial amounts necessary to comply with applicable law).

10.            Capitalization.

If the Disclosure Package or the Prospectus contains a “Capitalization” section, the authorized, issued and outstanding shares

of capital stock of the Guarantor are as set forth in the column entitled “Actual” under such section (except for subsequent

issuances thereof, if any, pursuant to reservations, agreements or employee benefit plans or pursuant to the exercise of convertible

securities or options). Such shares of capital stock have been duly authorized and validly issued by the Guarantor and are fully paid

and non-assessable, and none of such shares of capital stock was issued in violation of preemptive or other similar rights of any securityholder

of the Guarantor.

11.            Authorization

of this Underwriting Agreement and Terms Agreement. This Underwriting Agreement has been, and the applicable Terms Agreement as of

the date thereof will have been, duly authorized, executed and delivered by each of the Company and the Guarantor.

12.            Authorization

of Underwritten Securities. The Underwritten Securities have been, or as of the date of the applicable Terms Agreement will have

been, duly authorized by the Company for issuance and sale pursuant to this Underwriting Agreement and such Terms Agreement. Such Underwritten

Securities, when issued and authenticated in the manner provided for in the applicable Indenture and delivered against payment of the

consideration therefor specified in such Terms Agreement, will constitute valid and binding obligations of the Company, enforceable against

the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without

limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting the enforcement of

creditors’ rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding

in equity or at law), and except further as enforcement thereof may be limited by requirements that a claim with respect to any Underwritten

Securities payable in a foreign or composite currency (or a foreign or composite currency judgment in respect of such claim) be converted

into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or by governmental authority to limit,

delay or prohibit the making of payments outside the United States. Such Underwritten Securities will be in the form contemplated by,

and each registered holder thereof will be entitled to the benefits of, the applicable Indenture.

13.            Authorization

of Guarantee. The Guarantee has been, or as of the date of such Terms Agreement will have been, duly authorized by the Guarantor

for issuance pursuant to this Underwriting Agreement and the applicable Terms Agreement. Such Guarantee, when issued and delivered in

the manner provided for in the applicable Indenture, will constitute a valid and binding obligation of the Guarantor, enforceable against

the Guarantor in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without

limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting the enforcement of

creditors’ rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding

in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture.

14.            Authorization

of the Indentures. The applicable Indenture has been or prior to the issuance of the Debt Securities thereunder will have been, duly

authorized, executed and delivered by the Company and the Guarantor and, upon such authorization, execution and delivery, will constitute

a valid and binding agreement of the Company and the Guarantor, enforceable against each of them in accordance with its terms, except

as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers),

reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by general equitable

principles (regardless of whether enforcement is considered in a proceeding in equity or at law).

15.            Descriptions

of the Underwritten Securities, the Guarantee and the Indentures. The Underwritten Securities being sold pursuant to the applicable

Terms Agreement, the Guarantee and each applicable Indenture, as of each Representation Date, will conform in all material respects to

the statements relating thereto contained in each of the Disclosure Package and the Prospectus and will be in substantially the form

filed or incorporated by reference, as the case may be, as an exhibit to the Registration Statement.

16.            Non-Taxation.

Except as disclosed in the Disclosure Package and the Prospectus, under current laws and regulations of the United States and Switzerland,

as applicable, and any political subdivision thereof, all principal, interest, premium, if any, and additional amounts payable on the

Underwritten Securities or the Guarantee, as applicable, may be paid by the Company or the Guarantor, as applicable, pursuant to the

Underwritten Securities or the Guarantee, as applicable, to the holders thereof in United States dollars and may be freely transferred

out of the United States or Switzerland, as applicable, and all such payments made to holders thereof who are non-residents of the United

States or Switzerland, as applicable, will not be subject to income, withholding or other taxes under laws and regulations of the United

States or Switzerland, as applicable, or any political subdivision or taxing authority thereof or therein and will otherwise be free

and clear of any other tax, duty, withholding or deduction in the United States and Switzerland, as applicable, or any political subdivision

or taxing authority thereof or therein and without the necessity of obtaining any governmental authorization in the United States or

Switzerland, as applicable, or any political subdivision or taxing authority thereof or therein. No stamp, issuance, transfer or other

similar taxes or duties are payable by or on behalf of the Underwriters in the United States or Switzerland or any political subdivision

thereof or any other jurisdiction in which the Company or the Guarantor, as the case may be, is organized or is otherwise resident for

tax purposes or any jurisdiction from or through which a payment is made, in connection with (i) the creation, issue or delivery

by the Company of the Underwritten Securities, (ii) the creation, issue or delivery by the Guarantor of the Guarantee, (iii) the

purchase by the Underwriters of the Underwritten Securities (including the Guarantee) in the manner contemplated by this Agreement, (iv) the

resale and delivery by the Underwriters of the Underwritten Securities (including the Guarantee) as contemplated by this Agreement or

(v) the execution and delivery of this Agreement and the other transaction documents and the consummation of the transactions contemplated

hereby and thereby.

17.            Reserves.

The description of the Guarantor’s reserves and reserving methodology and assumptions described in each of the Disclosure Package

and the Prospectus is accurate and fairly presents the information set forth therein in all material respects and, since the date of

the latest financial statements included in each of the Disclosure Package and the Prospectus, no loss experience has developed which

would require or make it appropriate for the Guarantor to alter or modify such methodology.

18.            Absence

of Defaults and Conflicts. Neither the Guarantor nor any of its subsidiaries (including the Company) is in violation of its charter

or by-laws, partnership agreement or other constitutive documents or in default in the performance or observance of any obligation, agreement,

covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement

or instrument to which the Guarantor or any of its subsidiaries (including the Company) is a party or by which it or any of them may

be bound, or to which any of the assets, properties or operations of the Guarantor or any of its subsidiaries (including the Company)

is subject (collectively, “Agreements and Instruments”), except for such defaults that would not reasonably be expected to

result in a Material Adverse Change. The execution, delivery and performance of this Underwriting Agreement, the applicable Terms Agreement

and each applicable Indenture and any other agreement or instrument entered into or issued or to be entered into or issued by the Company

or the Guarantor in connection with the transactions contemplated hereby or thereby or in the Registration Statement, the Disclosure

Package and the Prospectus, and the consummation of the transactions contemplated herein and in the Registration Statement, the Disclosure

Package and the Prospectus (including, without limitation, the issuance and sale of the Underwritten Securities, the issuance of the

Guarantee, and the use of the proceeds from the sale of the Underwritten Securities, together with the Guarantee, as described under

the caption “Use of Proceeds”) and compliance by the Company and the Guarantor, as applicable, with their respective obligations

hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without

the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below)

under, or result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Guarantor

or any of its subsidiaries (including the Company) pursuant to, any Agreements and Instruments (except for such conflicts, breaches,

defaults or Repayment Events or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse

Change), nor will such action result in any violation of the provisions of the charter, by-laws, partnership agreement or other constitutive

document of the Guarantor or any of its subsidiaries (including the Company) or, to the best of the Company’s and the Guarantor’s

knowledge, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality

or court, domestic or foreign, having jurisdiction over the Guarantor or any of its subsidiaries (including the Company) or over any

of the assets, properties or operations of the Guarantor or any of its subsidiaries (including the Company), except for such violations

under applicable law, statute, rule, regulation, judgment, order, writ or decree as would not reasonably be expected to result in a Material

Adverse Change. As used herein, a “Repayment Event” means any event or condition that gives the holder of any note, debenture

or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption

or repayment of all or a portion of such indebtedness by the Guarantor or any of its subsidiaries (including the Company).

19.            Absence

of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency

or body, domestic or foreign, now pending, or to the knowledge of the Company or the Guarantor threatened or contemplated, against or

affecting the Guarantor or any of its subsidiaries (including the Company) that is required to be disclosed in the Registration Statement,

the Disclosure Package or the Prospectus (other than as stated therein), or that would reasonably be expected to result in a Material

Adverse Change, or that would reasonably be expected to materially and adversely affect the ability of the Company or the Guarantor to

perform its obligations under this Agreement or the applicable Terms Agreement.

20.            Accuracy

of Exhibits. There are no contracts or documents that are required to be described in the Registration Statement, the Disclosure

Package, the Prospectus or the documents incorporated by reference therein or to be filed as exhibits thereto that have not been so described

and filed as required.

21.            Absence

of Further Requirements. No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any

court, domestic or foreign, is required for the due authorization, execution or delivery by the Company or the Guarantor of this Underwriting

Agreement or the applicable Terms Agreement or for the performance by the Company or the Guarantor of the transactions contemplated under

the Prospectus, this Underwriting Agreement, such Terms Agreement or the applicable Indenture, as applicable, except such as have been

obtained and made under the 1933 Act and such as may be required under state securities laws.

22.            Possession

of Licenses and Permits. The Guarantor and its subsidiaries (including the Company) possess such permits, licenses, approvals, consents

and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign

regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to so possess any such

Governmental Licenses would not, singly or in aggregate, reasonably be expected to result in a Material Adverse Change. The Guarantor

and its subsidiaries (including the Company) are in compliance with the terms and conditions of all such Governmental Licenses, except

where the failure so to comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change.

All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or

the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to result in a Material Adverse

Change. Neither the Guarantor nor any of its subsidiaries (including the Company) has received any notice of proceedings relating to

the revocation or modification of any such Governmental Licenses that, singly or in the aggregate, if the subject of an unfavorable decision,

ruling or finding, would reasonably be expected to result in a Material Adverse Change.

23.            Insurance

Laws. Each of the Guarantor and its insurance subsidiaries (including insurance holding companies) is duly registered, licensed or

admitted as an insurer or an insurance holding company (as applicable) in each jurisdiction where it is required to be so licensed or

admitted to conduct its business as presently conducted, except where the failure to be so registered, licensed or admitted would not

reasonably be expected to result in a Material Adverse Change; each of the Guarantor and its insurance subsidiaries has all other necessary

authorizations, approvals, orders, certificates and permits, of and from, and has made all declarations and filings with, all insurance

authorities, commissions or other insurance regulatory bodies to conduct their respective businesses as described in each of the Disclosure

Package and the Prospectus, except for where the failure to have such authorizations, approvals, orders, certificates and permits, or

to make such declarations and filings, would not reasonably be expected to result in a Material Adverse Change; all of such authorizations,

approvals, orders, certificates and permits are in full force and effect, except where the failure to be in full force and effect would

not reasonably be expected to result in a Material Adverse Change; and neither the Guarantor nor its insurance subsidiaries has received

any notification from any insurance authority, commission or other insurance regulatory body to the effect that any additional authorization,

approval, order, license, certificate or permit from such authority, commission or body is needed to be obtained by any of the Guarantor

or its insurance subsidiaries, except for any authorization, approval, order, license, certificate or permit from any such authority,

commission or body the failure of which to obtain, singly or in the aggregate, would not reasonably be expected to result in a Material

Adverse Change.

Each of the Guarantor and its insurance

subsidiaries is in compliance with all applicable insurance statutes and regulations and has filed all reports, documents or other information

required to be filed under such statutes and regulations, except where the failure to comply or file would not reasonably be expected

to result in a Material Adverse Change; and each of the Guarantor and its insurance subsidiaries is in compliance with the insurance

laws and regulations of other jurisdictions which are applicable to the Guarantor and its insurance subsidiaries (as the case may be),

except where the failure to comply would not reasonably be expected to result in a Material Adverse Change.

24.            Governmental

Authorization. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, no authorization, approval

or consent of any governmental authority or agency is required (other than any license as an insurer or insurance holding company and

other than those that have already been obtained) under the laws of any jurisdiction in which the Guarantor or any of its subsidiaries

(including the Company) conduct their respective businesses in connection with the ownership, directly or indirectly, by the Guarantor

of equity interests in any subsidiary (including the Company) or the repatriation of any amount from or to the Guarantor or any of its

subsidiaries (including the Company), except to the extent that the failure to obtain such authorization, approval or consent would not

reasonably be expected to result in a Material Adverse Change.

25.            Commodity

Exchange Act. The Underwritten Securities, upon issuance, will be excluded or exempted under, or beyond the purview of, the Commodity

Exchange Act, as amended (the “Commodity Exchange Act”), and the rules and regulations of the Commodity Futures Trading

Commission under the Commodity Exchange Act.

26.            Investment

Company Act. The Company and the Guarantor are not, and upon the issuance and sale of the Underwritten Securities as herein contemplated

and the application of the net proceeds therefrom as described in each of the Disclosure Package and the Prospectus they will not be,

an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

27.            Internal

Controls and Procedures. The Guarantor maintains a system of internal control over financial reporting (as such term is defined in

Rule 13a-15(f) of the 1934 Act Regulations) designed by, or under the supervision of, the Company’s principal executive

officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with generally accepted accounting principles. The Guarantor’s internal

control over financial reporting was effective as of December 31, 2023, and the Guarantor was not aware of any material weaknesses

in its internal control over financial reporting at such time.

B.            Officers’

Certificates. Any certificate signed by any officer of the Company, the Guarantor or any of their respective subsidiaries and delivered

to the Representative(s) or to counsel for the Underwriters in connection with the offering of the Underwritten Securities shall

be deemed a representation and warranty by the Company, the Guarantor or such subsidiary, as the case may be, to each Underwriter as

to the matters covered thereby on the date of such certificate and, unless subsequently amended or supplemented, at each Representation

Date subsequent thereto.

II.             Sale

and Delivery to Underwriters; Closing.

A.            Underwritten

Securities. The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms

Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements herein contained and shall

be subject to the terms and conditions herein set forth.

B.            Payment.

Payment of the purchase price for, and delivery of, the Underwritten Securities shall be made at the offices of Simpson Thacher &

Bartlett LLP, 425 Lexington Avenue, New York, NY 10017, or at such other place as shall be agreed upon by the Representative(s) and

the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on

any given day), business day after the date of the applicable Terms Agreement (unless postponed in accordance with the provisions of

Section 10 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representative(s) and

the Company (such time and date of payment and delivery being herein called “Closing Time”).

Payment shall be made to the Company by wire transfer

of immediately available funds to a bank account designated by the Company, against delivery to the Representative(s) for the respective

accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized

the Representative(s), for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Underwritten

Securities which it has severally agreed to purchase. Any Representative, individually and not as representative of the Underwriters,

may (but shall not be obligated to) make payment of the purchase price for the Underwritten Securities to be purchased by any Underwriter

whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.

C.            Denominations;

Registration. If the Underwritten Securities are issued other than in book-entry form, certificates for the Underwritten Securities

shall be in such denominations and registered in such names as the Representative(s) may request in writing at least one full business

day prior to the Closing Time. If the Underwritten Securities are issued other than in book-entry form, certificates for the Underwritten

Securities will be made available for examination and packaging by the Representative(s) in The City of New York not later than

10:00 A.M. (Eastern time) on the business day prior to the Closing Time.

III.            Covenants

of the Company and the Guarantor. The Company and the Guarantor covenant with the Representative(s) and with each Underwriter

participating in the offering of Underwritten Securities, as follows:

A.            Compliance

with Securities Regulations and Commission Requests; Payment of Filing Fees. The Company and the Guarantor, subject to Section 3(b) hereof,

will comply with the requirements of Rule 430B of the 1933 Act Regulations, if and as applicable, and they will notify the Representative(s) immediately,

and confirm the notice in writing, of (i) the filing and effectiveness of any post-effective amendment to the Registration Statement

or the filing of any supplement or amendment to the Prospectus, (ii) the receipt of any comments from the Commission, (iii) any

request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional

information, (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or

of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Underwritten

Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes

or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company

or the Guarantor becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Underwritten

Securities. The Company and the Guarantor will effect the filings required under Rule 424(b) of the 1933 Act Regulations, in

the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such

steps as they deem necessary to ascertain promptly whether each preliminary prospectus and the Prospectus transmitted for filing under

Rule 424 of the 1933 Act Regulations was received for filing by the Commission and, in the event that it was not, they will promptly

file such preliminary prospectus or the Prospectus. The Company and the Guarantor will make every reasonable effort to prevent the issuance

of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. The Company and the

Guarantor agree to pay the required Commission filing fees relating to the Underwritten Securities within the time required by Rule 456(b)(1) of

the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of

the 1933 Act Regulations.

B.            Filing

of Amendments and Exchange Act Documents; Preparation of Final Term Sheet. The Company and the Guarantor will give the Representative(s) notice

of their intention to file or prepare any amendment to the Registration Statement or any amendment, supplement or revision to either

any preliminary prospectus or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company and the

Guarantor will furnish the Representative(s) with copies of any such documents a reasonable amount of time prior to such proposed

filing or use, as the case may be, and will give the Representative(s) a reasonable opportunity to comment on any such document

prior to such proposed filing or use, as the case may be. The Company will prepare a final term sheet (the “Final Term Sheet”)

reflecting the final terms of the Underwritten Securities, in form and substance satisfactory to the Representative(s) and attached

as Schedule II to the applicable Terms Agreement, and shall file such Final Term Sheet as an “issuer free writing prospectus”

pursuant to Rule 433 of the 1933 Act Regulations within the time required by such rule.

C.            Delivery

of Registration Statements. The Company and the Guarantor have furnished or will deliver to the Representative(s) and counsel

for the Underwriters, without charge, signed copies of the Registration Statement as originally filed and of each amendment thereto (including

exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein

or deemed to be a part thereof) and signed copies of all consents and certificates of experts, and will also deliver to the Representative(s),

without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for

each of the Underwriters. The Registration Statement and each amendment thereto furnished to the Underwriters will be identical to any

electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

D.            Delivery

of Prospectuses. The Company and the Guarantor will deliver to each Underwriter, without charge, as many copies of each preliminary

prospectus and each Permitted Free Writing Prospectus (as defined below) as such Underwriter may reasonably request, and the Company

and the Guarantor hereby consent to the use of such copies for purposes permitted by the 1933 Act. The Company and the Guarantor will

furnish to each Underwriter, without charge, during the period when the Prospectus is required to be delivered under the 1933 Act or

the 1934 Act, such number of copies of the Prospectus as such Underwriter may reasonably request. The Prospectus and any amendments or

supplements thereto furnished to the Underwriters will be identical to any electronically transmitted copies thereof filed with the Commission

pursuant to EDGAR, except to the extent permitted by Regulation S-T.

E.            Continued

Compliance with Securities Laws. The Company and the Guarantor will comply with the 1933 Act, the 1933 Act Regulations, the 1934

Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Underwritten Securities as contemplated in

this Underwriting Agreement and the applicable Terms Agreement and in the Registration Statement and the Prospectus. If at any time when

the Prospectus is required by the 1933 Act or the 1934 Act to be delivered in connection with sales of the Underwritten Securities, any

event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for

the Company and the Guarantor, to amend the Registration Statement in order that the Registration Statement will not contain an untrue

statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein

not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material

fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances

existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to

amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the

1933 Act Regulations, the Company and the Guarantor will promptly prepare and file with the Commission, at its own expense, subject to

Section 3(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to comply with

such requirements, the Company and the Guarantor will use their best efforts to have such amendment declared effective as soon as practicable

(if it is not automatically effective with respect to the Underwritten Securities), and the Company and the Guarantor will furnish to

the Underwriters, without charge, such number of copies of such amendment or supplement as the Underwriters may reasonably request. Neither

the Representative(s)’ consent to, nor any Underwriters’ delivery of, any such amendment or supplement shall constitute a

waiver of any of the conditions set forth in Section 5 hereof. If at any time following issuance of an Issuer Free Writing Prospectus

there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict

with the information contained in the Registration Statement or the Prospectus or any preliminary prospectus or included or would include

an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein,

in the light of the circumstances prevailing at that subsequent time, not misleading, the Company and the Guarantor will promptly notify

the Representative(s) and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate

or correct such conflict, untrue statement or omission and will promptly file such amendment or supplement with the Commission.

F.             Blue

Sky Qualifications. The Company and the Guarantor will use their best efforts, in cooperation with the Underwriters, to qualify the

Underwritten Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or

foreign) as the Representative(s) may designate and to maintain such qualifications in effect for a period of not less than one

year from the date of the applicable Terms Agreement; provided, however, that the Company and the Guarantor shall not be obligated to

file any general consent to service of process or to qualify as a foreign corporation and/or foreign limited liability company or as

a dealer in securities in any jurisdiction in which they are not so qualified or to subject themselves to taxation in respect of doing

business in any jurisdiction in which they are not otherwise so subject. In each jurisdiction in which the Underwritten Securities have

been so qualified, the Company and the Guarantor will file such statements and reports as may be required by the laws of such jurisdiction

to continue such qualification in effect for a period of not less than one year from the date of such Terms Agreement.

G.             Earnings

Statement. The Guarantor and, to the extent separately required pursuant to Rule 158 of the 1933 Act Regulations, the Company

will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders as

soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of

the 1933 Act.

H.            Use

of Proceeds. The Company will use the net proceeds received by it from the sale of the Underwritten Securities in the manner specified

under the caption “Use of Proceeds” in each of the Disclosure Package and the Prospectus. All of these net proceeds will

be received outside Switzerland and will be used in a manner which will not constitute a detrimental use of proceeds in Switzerland for

Swiss withholding tax purposes.

I.              Listing.

The Company and the Guarantor will use their best efforts to effect the listing of the Underwritten Securities, prior to the Closing

Time, on any national securities exchange or quotation system if and as specified in the applicable Terms Agreement.

J.              Restriction

on Sale of Debt Securities. Between the date of the applicable Terms Agreement and the Closing Time or such other date specified

in such Terms Agreement, neither the Company nor the Guarantor will, without the prior written consent of the Representative(s), directly

or indirectly, issue, sell, offer or contract to sell, grant any option for the sale of, or otherwise dispose of, the debt securities

specified in such Terms Agreement.

K.            Reporting

Requirements. The Guarantor, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act,

will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934

Act and the 1934 Act Regulations.

L.             Documentary,

Stamp or Similar Issue Taxes. The Company and the Guarantor will jointly and severally indemnify and hold harmless the Underwriters

against any documentary, stamp or similar issue tax, including any interest and penalties, that is imposed in connection with the creation,

issue and sale of the Underwritten Securities (including the Guarantee), the execution and delivery of this Underwriting Agreement or

the applicable Terms Agreement and the resale and delivery by the Underwriters of the Underwritten Securities (including the Guarantee)

as contemplated by this Agreement. All payments to be made by the Company or the Guarantor under this Agreement shall be made without

withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Company

or the Guarantor is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Company or the Guarantor

shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall

equal the amounts that would have been received if no withholding or deduction had been made. In addition to any amount payable by the

Company or the Guarantor under this Agreement, the Company or the Guarantor (as the case may be) shall pay (and shall reimburse the Underwriters

for) any value added tax or similar tax in respect of that amount.

M.            Permitted

Free Writing Prospectuses. Each of the Company and the Guarantor represents that it has not made, and agrees that, unless it obtains

the prior written consent of the Representative(s), it will not make, any offer relating to the Underwritten Securities that would constitute

an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405

of the 1933 Regulations) required to be filed by the Company or the Guarantor with the Commission or retained by the Company or the Guarantor

under Rule 433 of the 1933 Act Regulations; provided that the prior written consent of the Representative(s) shall be deemed

to have been given in respect of the free writing prospectuses listed in Schedule I to the applicable Terms Agreement. Any such free

writing prospectus consented to by the Representative(s) is hereinafter referred to as a “Permitted Free Writing Prospectus”.

Each of the Company and the Guarantor agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing

Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements

of Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely

filing with the Commission, legending and record keeping. Each of the Company and the Guarantor consents to the use by any Underwriter

of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433 of the

1933 Act Regulations, and (b) contains only (i) information describing the preliminary terms of the Underwritten Securities

or their offering, (ii) information permitted by Rule 134 of the 1933 Act Regulations or (iii) information that describes

the final terms of the Underwritten Securities or their offering and that is included in the Final Term Sheet.

N.            Registration

Statement Renewal Deadline. If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective

date of the Registration Statement, any of the Underwritten Securities remain unsold by the Underwriters, the Company and the Guarantor

will prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement

relating to the Underwritten Securities, in a form satisfactory to the Representative(s). If the Company or the Guarantor is no longer

eligible to file an automatic shelf registration statement, the Company and the Guarantor will prior to the Renewal Deadline, if it has

not already done so, file a new shelf registration statement relating to the Underwritten Securities, in a form satisfactory to the Representative(s),

and will use its best efforts to cause such registration statement to be declared effective within 60 days after the Renewal Deadline.

The Company and the Guarantor will take all other action necessary or appropriate to permit the public offering and sale of the Underwritten

Securities to continue as contemplated in the expired registration statement relating to the Underwritten Securities. References herein

to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement,

as the case may be.

O.            Notice

of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Underwritten Securities remain unsold by the

Underwriters either the Company or the Guarantor receives from the Commission a notice pursuant to Rule 401(g)(2) of the 1933

Act Regulations or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company or the Guarantor

will (i) promptly notify the Representative(s), (ii) promptly file a new registration statement or post-effective amendment

on the proper form relating to the Underwritten Securities, in a form satisfactory to the Representative(s), (iii) use its best

efforts to cause such registration statement of post-effective amendment to be declared effective and (iv) promptly notify the Representative(s) of

such effectiveness. The Company and the Guarantor will take all other action necessary or appropriate to permit the public offering and

sale of the Underwritten Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice

or for which the Company or the Guarantor has otherwise become ineligible. References herein to the Registration Statement shall include

such new registration statement or post-effective amendment, as the case may be.

IV.            Payment

of Expenses.

A.            Expenses.

The Company and the Guarantor will pay all expenses incidental to the performance of their obligations under this Underwriting Agreement

or the applicable Terms Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial

statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters

of this Underwriting Agreement, any Terms Agreement, any agreement among Underwriters, the Indentures, and such other documents as may

be required in connection with the offering, purchase, sale, issuance or delivery of the Underwritten Securities, (iii) the preparation,

issuance and delivery of the Underwritten Securities, and any certificates for the Underwritten Securities, to the Underwriters, including

any transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Underwritten Securities to the Underwriters

(including any charges of Euroclear or Clearstream in connection therewith), (iv) the fees and disbursements of the Company’s

and the Guarantor’s counsel, accountants and other advisors or agents (including transfer agents and registrars), as well as the

separately agreed fees and disbursements of the Trustees, and their respective counsel, (v) the qualification of the Underwritten

Securities under state securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and

the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation,

printing and delivery of the Blue Sky Survey, and any amendment thereto, (vi) the printing and delivery to the Underwriters and

filing of copies of each preliminary prospectus, the Prospectus, any free writing prospectus and any amendments or supplements thereto,

(vii) the fees charged by Rating Organizations (as defined below) for the rating of the Underwritten Securities, if applicable,

(viii) the fees and expenses incurred with respect to the listing of the Underwritten Securities, if applicable, (ix) the filing

fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review, if any, by

the Financial Industry Regulatory Authority, Inc. (the “FINRA”) of the terms of the sale of the Underwritten Securities,

and (x) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection

with the marketing of the offering of the Underwritten Securities, including, without limitation, expenses associated with the preparation

or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses

of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging

expenses of the representatives and officers of the Company and any such consultants. Except as provided in this Underwriting Agreement

or the applicable Terms Agreement, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.

B.            Termination

of Agreement. If the applicable Terms Agreement is terminated by the Representative(s) in accordance with the provisions of

Section 5 or Section 9(a)(i) or 9(a)(ii) hereof, the Company and the Guarantor shall reimburse the Underwriters for

all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

V.              Conditions

of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Underwritten Securities pursuant

to the applicable Terms Agreement are subject to the accuracy of the representations and warranties of the Company and the Guarantor

contained in Section 1(a) hereof or in certificates of any officer of the Company, the Guarantor or any of their respective

subsidiaries delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantor of their covenants and

other obligations hereunder, and to the following further conditions:

A.            Effectiveness

of Registration Statement; Filings. The Registration Statement has become effective under the 1933 Act; no stop order suspending

the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for that purpose shall have

been instituted or be pending or threatened by the Commission; any request on the part of the Commission for additional information shall

have been complied with to the reasonable satisfaction of counsel to the Underwriters; no notice pursuant to Rule 401(g)(2) of

the 1933 Act Regulations shall have been received by the Company or the Guarantor objecting to the use of the automatic shelf registration

statement form; the Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or

8(e) of the 1933 Act, and neither the Company nor the Guarantor is the subject of a pending proceeding under Section 8A of

the 1933 Act in connection with the offering of the Underwritten Securities. Each preliminary prospectus and the Prospectus shall have

been filed with the Commission (including the information required by Rule 430B of the 1933 Act Regulations) in the manner and within

the time period required by Rule 424(b) of the 1933 Act Regulations without reliance on Rule 424(b)(8) of the 1933

Act Regulations, or a post-effective amendment to the Registration Statement containing the information required by such Rule 430B

shall have been filed, and such post-effective amendment shall have become effective. The Final Term Sheet and any other material required

to be filed by the Company or the Guarantor pursuant to Rule 433(d) of the 1933 Act Regulations shall have been filed with

the Commission within the applicable time periods prescribed for such filings under such Rule 433.

B.            Opinions

of Counsel for Company and Guarantor. At Closing Time, the Representative(s) shall have received the favorable opinions, each

dated as of Closing Time, of Bär & Karrer AG, Swiss counsel for the Guarantor, the Guarantor’s General Counsel, and

Willkie Farr & Gallagher LLP, United States counsel for the Company and the Guarantor, in form and substance satisfactory to

counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters, to the effect

set forth in: Exhibit B hereto with respect to the opinion of Bär & Karrer AG; Exhibit C hereto with respect

to the opinion of the Guarantor’s General Counsel; and Exhibit D hereto with respect to the opinion of Willkie Farr &

Gallagher LLP, and, as to each opinion, to such further effect as the Underwriters may reasonably request.

C.            Opinion

of Counsel for Underwriters. At Closing Time, the Representative(s) shall have received the favorable opinion, dated as of Closing

Time, of Simpson Thacher & Bartlett LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the

Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. In giving such opinion, such

counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law

of the United States and the Limited Liability Company Act of the State of Delaware, upon the opinions of counsel satisfactory to the

Representative(s). Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent

they deem proper, upon certificates of officers of the Company, the Guarantor and their respective subsidiaries and certificates of public

officials.

D.            Company

Officer’s Certificate. At Closing Time, the Representative(s) shall have received a certificate of the President, a Vice

President or the Treasurer, the chief financial officer or chief accounting officer of the Company, dated as of Closing Time, to the

effect that (i) there has not been, since the date of the applicable Terms Agreement or since the respective dates as of which information

is given in the Disclosure Package or the Prospectus, any material adverse change, or any development or event involving a prospective

material adverse change, in the financial condition, business or results of operations of the Company and its subsidiaries considered

as one enterprise, whether or not arising in the ordinary course of business, (ii) the representations and warranties of the Company

in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing

Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at

or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued

and no proceedings for that purpose have been instituted, are pending or, to the best of such officer’s knowledge, are threatened

by the Commission.

E.             Guarantor

Officer’s Certificate. At Closing Time, the Representative(s) shall have received a certificate of either the Chairman,

the President and Chief Executive Officer, the General Counsel and Secretary, the Chief Administration Officer – Bermuda, the chief

financial officer, chief accounting officer, chief investment officer or Chief Financial Officer of Chubb Switzerland of the Guarantor,

dated as of Closing Time, to the effect that, to the best of their knowledge and after reasonable investigation, (i) there has not

been, since the date of the applicable Terms Agreement or since the respective dates as of which information is given in the Disclosure

Package or the Prospectus, any material adverse change, or any development or event involving a prospective material adverse change,

in the financial condition, business or results of operations of the Guarantor and its subsidiaries considered as one enterprise, whether

or not arising in the ordinary course of business, (ii) the representations and warranties of the Guarantor in Section 1(a) hereof

are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Guarantor

has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time,

and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose

have been instituted, are pending or are threatened by the Commission.

F.             Accountant’s

Comfort Letter. At the time of the execution of the applicable Terms Agreement, the Representative(s) shall have received from

PricewaterhouseCoopers LLP, independent public accountants of the Guarantor and its subsidiaries,

a letter, dated as of the date of the applicable Terms Agreement, in form and substance satisfactory to the Representative(s), together

with signed or reproduced copies of such letter for each of the other Underwriters, containing statements and information of the type

ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements (including

any pro forma financial statements) and certain financial information contained in the Registration Statement, the preliminary prospectus

or prospectuses that are part of the Disclosure Package and the Prospectus.

G.             Bring-down

Comfort Letter. At Closing Time, the Representative(s) shall have received from PricewaterhouseCoopers LLP

a letter, dated as of Closing Time, to the effect that it reaffirms the statements made in the letter furnished pursuant to Section 5(f) hereof,

except that the specified date referred to shall be a date not more than three business days prior to the Closing Time.

H.            Ratings.

At Closing Time, the Underwritten Securities shall have the ratings accorded by any “nationally recognized statistical rating organization”,

as defined by the Commission in Section 3(a)(62) of the 1934 Act (each, a “Rating Organization”), if and as specified

in the applicable Terms Agreement, and the Company and the Guarantor shall have delivered to the Representative(s) a letter, dated

on or around such date, from each such rating organization, or other evidence satisfactory to the Representative(s), confirming that

the Underwritten Securities have such ratings. Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading

in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Guarantor’s other securities or the Guarantor’s

financial strength or claims paying ability by any such Rating Organization, and no such Rating Organization shall have publicly announced

that it has under surveillance or review with negative implications its rating of the Underwritten Securities or any of the Guarantor’s

other securities or the Guarantor’s financial strength or claims paying ability.

I.              Approval

of Listing. At Closing Time, the Underwritten Securities shall have been approved for listing, subject only to official notice of

issuance, on the securities exchanges, if any, specified in the applicable Terms Agreement.

J.              Additional

Documents. At Closing Time, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require

for the purpose of enabling them to pass upon the issuance and sale of the Underwritten Securities as herein contemplated, or in order

to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained;

and all proceedings taken by the Company and the Guarantor in connection with the issuance and sale of the Underwritten Securities and

the Guarantee as herein contemplated shall be satisfactory in form and substance to the Representative(s) and counsel for the Underwriters.

K.            Termination

of Terms Agreement. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled,

the applicable Terms Agreement may be terminated by the Representative(s) by notice to the Company and the Guarantor at any time

at or prior to the Closing Time, and such termination shall be without liability of any party to any other party except as provided in

Section 4 hereof and except that Sections 1, 6, 7 and 8 hereof shall survive any such termination and remain in full force and effect.

VI.            Indemnification.

A.            Indemnification

of Underwriters. The Company and the Guarantor agree to jointly and severally indemnify and hold harmless each Underwriter and each

person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act

as follows:

(1)            against

any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue

statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information

deemed to be a part thereof, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary

to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included

in any preliminary prospectus, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “road

show” as defined in Rule 433(h) of the 1933 Act Regulations (a “road show”) or the information contained

in the Final Term Sheet, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein,

in the light of the circumstances under which they were made, not misleading;

(2)            against

any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement

of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever

based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) hereof)

any such settlement is effected with the written consent of the Company and the Guarantor; and

(3)            against

any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative(s)), reasonably

incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency

or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue

statement or omission, to the extent that any such expense is not paid under (1) or (2) above;

provided, however, that this indemnity agreement shall not apply to

any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement

or omission made in reliance upon and in conformity with written information furnished to the Company or the Guarantor by any Underwriter

through the Representative(s) expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B

Information deemed to be a part thereof or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

B.            Indemnification

of Company, Guarantor, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the

Company, the Guarantor, their respective directors, each of their respective officers who signed the Registration Statement, and each

person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the 1933 Act or Section 20 of

the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 6(a) hereof,

as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration

Statement (or any amendment thereto), including the Rule 430B Information deemed to be a part thereof or any preliminary prospectus

or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the

Company or the Guarantor by such Underwriter through the Representative(s) expressly for use in the Registration Statement (or any

amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

C.            Actions

against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying

party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying

party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result

thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement.

In the case of parties indemnified pursuant to Section 6(a) hereof, counsel to the indemnified parties shall be selected by

the Representative(s), and, in the case of parties indemnified pursuant to Section 6(b) hereof, counsel to the indemnified

parties shall be selected by the Guarantor. An indemnifying party may participate at its own expense in the defense of any such action;

provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel

to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition

to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar

or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall,

without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect

to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever

in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not

the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an

unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim

and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified

party.

D.            Settlement

without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse

the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of

the nature contemplated by Section 6(a)(2) hereof effected without its written consent if (i) such settlement is entered

into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have

received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying

party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

VII.          Contribution.

If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified

party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute

to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in

such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantor, on the one hand, and the

Underwriters, on the other hand, from the offering of the Underwritten Securities pursuant to the applicable Terms Agreement or (ii) if

the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only

the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantor, on the one hand,

and the Underwriters, on the other hand, in connection with the statements or omissions which resulted in such losses, liabilities, claims,

damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company

and the Guarantor, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Underwritten Securities

pursuant to the applicable Terms Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the

offering of such Underwritten Securities (before deducting expenses) received by the Company and the total underwriting discount received

by the Underwriters, in each case as set forth on the cover of the Prospectus bear to the aggregate initial public offering price of

such Underwritten Securities as set forth on such cover.

The relative fault of the Company and the Guarantor,

on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue

or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied

by the Company or the Guarantor or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity

to correct or prevent such statement or omission.

The Company, the Guarantor and the Underwriters

agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation

(even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account

of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages

and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other

expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation

or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged

untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7,

no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Underwritten

Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter

has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation

(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty

of such fraudulent misrepresentation.

For purposes of this Section 7, each person,

if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have

the same rights to contribution as such Underwriter, and each director of the Company and the Guarantor, each officer of the Company

and the Guarantor who signed the Registration Statement, and each person, if any, who controls the Company or the Guarantor within the

meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company

and the Guarantor. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion

to the aggregate principal amount of Underwritten Securities set forth opposite their respective names in the applicable Terms Agreement,

and not joint.

VIII.         Representations,

Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Underwriting Agreement

or the applicable Terms Agreement or in certificates of officers of the Company, the Guarantor or any of their respective subsidiaries

submitted pursuant hereto or thereto shall remain operative and in full force and effect, regardless of any investigation made by or

on behalf of any Underwriter or controlling person referred to in Sections 6 and 7 hereof, or by or on behalf of the Company or the Guarantor,

and shall survive delivery of and payment for the Underwritten Securities.

IX.           Termination.

A.            Terms

Agreement. The Representative(s) may terminate this Agreement and the applicable Terms Agreement, by notice to the Company and

the Guarantor, at any time at or prior to the Closing Time, if (i) there has been, since the time of execution of such Terms Agreement

or since the respective dates as of which information is given in the Disclosure Package or the Prospectus, any material adverse change,

or any development or event involving a prospective material adverse change, in the financial condition, business or results of operations

of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (ii) there

has been, since the time of execution of such Terms Agreement or since the respective dates as of which information is given in the Prospectus,

any material adverse change, or any development or event involving a prospective material adverse change, in the financial condition,

business or results of operations of the Guarantor and its subsidiaries considered as one enterprise, whether or not arising in the ordinary

course of business, (iii) there has occurred any material adverse change in the financial markets in the United States or Europe

or any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective

change in national or international political, financial or economic conditions, in each case referred to in this clause (iii), the effect

of which is such as to make it, in the judgment of the Representative(s), impracticable or inadvisable to market the Underwritten Securities

or to enforce contracts for the sale of the Underwritten Securities, (iv) any downgrading in the rating of any debt securities of

the Guarantor or the Company or the insurance claims paying ability rating or other insurance rating of the Guarantor or any of its Significant

Subsidiaries, in each case by any Rating Organization, or any public announcement that any such organization has under surveillance or

review its rating of any debt securities of the Guarantor or the Company (other than an announcement with positive implications of a

possible upgrading, and no implication of a possible downgrading, of such rating) or of the insurance claims paying ability or other

insurance rating of the Guarantor or any of its Significant Subsidiaries, (v) trading in any securities of the Company or the Guarantor

has been suspended or materially limited by the Commission or the New York Stock Exchange (“NYSE”),

or if trading generally on the NYSE or the NYSE MKT or in the Nasdaq Global Market has been suspended or materially limited, or minimum

or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by either of said exchanges or by such

system or by order of the Commission, the FINRA or any other governmental authority or a material disruption has occurred in commercial

banking or securities settlement or clearance services in the United States or (vi) a banking moratorium has been declared by either

U.S. Federal, New York or Bermuda authorities or, if the Underwritten Securities are denominated or payable in, or indexed to, one or

more foreign or composite currencies, by the relevant authorities in the related foreign country or countries.

B.            Liabilities.

If this Underwriting Agreement or the applicable Terms Agreement is terminated pursuant to this Section 9, such termination shall

be without liability of any party to any other party except as provided in Section 4 hereof, and provided that Sections 1, 6, 7

and 8 hereof shall survive such termination and remain in full force and effect.

X.             Default

by One or More of the Underwriters. If one or more of the Underwriters shall (including due to the exercise of Statutory Loss Absorption

Powers described in Section 17 hereof) fail at the Closing Time to purchase the Underwritten Securities which it or they are obligated

to purchase under the applicable Terms Agreement (the “Defaulted Securities”), then the Representative(s) shall have

the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters,

to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set

forth; if, however, the Representative(s) shall not have completed such arrangements within such 24-hour period, then:

(a) if the number or aggregate

principal amount, as the case may be, of Defaulted Securities does not exceed 10% of the number or aggregate principal amount, as the

case may be, of Underwritten Securities to be purchased on such date pursuant to such Terms Agreement, the non-defaulting Underwriters

shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting

obligations under such Terms Agreement bear to the underwriting obligations of all non-defaulting Underwriters, or

(b) if the number or aggregate

principal amount, as the case may be, of Defaulted Securities exceeds 10% of the number or aggregate principal amount, as the case may

be, of Underwritten Securities to be purchased on such date pursuant to such Terms Agreement, such Terms Agreement shall terminate without

liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section 10

shall relieve any defaulting Underwriter (or any Underwriter no longer obligated to purchase the Underwritten Securities in accordance

with the exercise of Statutory Loss Absorption Powers described in Section 17 hereof) from liability in respect of its failure or

default.

In the event of any such failure or default which

does not result in a termination of the applicable Terms Agreement, either the Representative(s) or the Company shall have the right

to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement,

the Disclosure Package or the Prospectus or in any other documents or arrangements.

XI.           Notices.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted

by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representative(s) at the address

specified in the applicable Terms Agreement; notices to the Company shall be directed to it at 2000 Arch Street, Philadelphia, PA 19103,

attention of Global Treasurer, with a copy to Chubb Group Holdings Inc., 550 Madison Avenue, New York, New York 10022, attention of General

Counsel; and notices to the Guarantor shall be directed to it at Bärengasse 32, CH-8001 Zurich, Switzerland, attention of General

Counsel and Secretary, with a copy to Chubb Group Holdings Inc., 550 Madison Avenue, New York, New York 10022, attention of General Counsel.

XII.          Parties.

This Underwriting Agreement and the applicable Terms Agreement shall each inure to the benefit of and be binding upon the Company and

the Guarantor and, upon execution of such Terms Agreement, any Underwriters named therein and their respective successors. Nothing expressed

or mentioned in this Underwriting Agreement or such Terms Agreement is intended or shall be construed to give any person, firm or corporation,

other than the Underwriters, the Company, the Guarantor and their respective successors and the controlling persons and officers and

directors referred to in Sections 6 and 7 hereof and their heirs and legal representatives, any legal or equitable right, remedy or claim

under or in respect of this Underwriting Agreement or such Terms Agreement or any provision herein or therein contained. This Underwriting

Agreement and such Terms Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive

benefit of the parties hereto and thereto and their respective successors, and said controlling persons and officers and directors and

their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Underwritten Securities

from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

XIII.        Consent

to Jurisdiction; Miscellaneous. Each of the parties hereto hereby expressly and irrevocably submits to the non-exclusive jurisdiction

of any competent court in the place of its domicile and any United States Federal or New York State court sitting in the Borough of Manhattan

in The City of New York in any action, suit or proceeding arising out of or relating to this Underwriting Agreement or the applicable

Terms Agreement or the transactions contemplated hereby or thereby to the extent that such court has subject matter jurisdiction over

the controversy, and expressly and irrevocably waives, to the extent permitted under applicable law, any immunity from the jurisdiction

thereof and any claim or defense in such action, suit or proceeding based on a claim of improper venue, forum non conveniens or any similar

basis to which it might otherwise be entitled in any such action, suit or proceeding. Each of the Company and the Guarantor irrevocably

appoints Chubb Group Holdings Inc., 550 Madison Avenue, New York, New York 10022, as its authorized agent in the Borough of Manhattan

in The City of New York upon which process may be served in any such action, suit or proceeding, and agrees that service of process upon

such agent, and written notice of said service to the Company or the Guarantor by the person serving the same to the address provided

in Section 11 hereof, shall be deemed in every respect effective service of process upon the Company or the Guarantor, as the case

may be, in any such action, suit or proceeding. Each of the Company and the Guarantor further agrees to take any and all action as may

be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the

date of this Underwriting Agreement.

XIV.         Waiver

of Immunities. To the extent that the Company or the Guarantor or any of their respective properties, assets or revenues may have

or may hereafter become entitled to, or have attributed to them, any right of immunity, on the grounds of sovereignty, from any legal

action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from service of process, from attachment

upon or prior to judgment, or from attachment in aid of execution of judgment, or from execution of judgment, other legal process or

proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time

be commenced, with respect to their obligations, liabilities or any other matter under or arising out of or in connection with this Underwriting

Agreement or any additional agreement, each of the Company and the Guarantor hereby irrevocably and unconditionally, to the extent permitted

by applicable law, waives and agrees not to plead or claim any such immunity and consents to such relief and enforcement.

XV.          Judgment

Currency. The Company and the Guarantor jointly and severally agree to indemnify each Underwriter against any loss incurred by such

Underwriter as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed

and paid in a currency (the “Judgment Currency”) other than the United States dollar and as a result of any variation as

between (i) the rate of exchange at which the United States dollar amount is converted into the Judgment Currency for the purpose

of such judgment or order, and (ii) the rate of exchange at which such Underwriter is able to purchase United States dollars with

the amount of the Judgment Currency actually received by such Underwriter. The foregoing indemnity shall constitute a separate and independent

obligation of each of the Company and the Guarantor and shall continue in full force and effect notwithstanding any such judgment or

order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with

the purchase of, or conversion into, the relevant currency.

XVI.        No

Advisory or Fiduciary Responsibility. The Company and the Guarantor acknowledge and agree that (i) the purchase and issuance

of the Underwritten Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the

Guarantor, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading

to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company or the Guarantor,

(iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company or the Guarantor with respect to

the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently

advising the Company or the Guarantor on other matters) or any other obligation to the Company or the Guarantor except the obligations

expressly set forth in this Agreement and (iv) the Company and the Guarantor have consulted their own legal and financial advisors

to the extent they deemed appropriate. The Company and the Guarantor agree that they will not claim that the Underwriters, or any of

them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or the Guarantor, in

connection with such transaction or the process leading thereto.

XVII.       Contractual

Recognition of UK Bail-in. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements,

or understanding between any of the parties hereto, each of the parties acknowledges, accepts and agrees that any UK Bail-in Liability

of a UK Bail-in Party hereto arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the Relevant UK Resolution

Authority, and acknowledges, accepts and agrees to be bound by:

(a)            the

effect of the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority in relation to any UK Bail-in Liability of any UK

Bail-in Party to it under this Agreement, that (without limitation) may include and result in any of the following, or some combination

thereof:

(i) the reduction of

all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon;

(ii) the conversion

of all, or a portion, of the UK Bail-in Liability into shares, other securities or other

obligations of the UK Bail-in Party or another person (and the issue to or conferral on it

of such shares, securities or obligations);

(iii) the cancellation

of the UK Bail-in Liability;

(iv) the amendment

or alteration of any interest, if applicable, thereon, the maturity or the dates on which

any payments are due, including by suspending payment for a temporary period; and

(b)            the

variation of the terms of this Agreement, as deemed necessary by the Relevant UK Resolution Authority, to give effect to the exercise

of UK Bail-in Powers by the Relevant UK Resolution Authority.

Where:

“UK Bail-in Legislation” means

Part I of the UK Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of

unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration

or other insolvency proceedings).

“UK Bail-in Liability” means

a liability in respect of which the UK Bail-in Powers may be exercised.

“UK Bail-in Party” means any

party hereto that is subject to UK Bail-in Powers.

“UK Bail-in Powers” means the

powers under the UK Bail-in Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or

affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract

or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that

person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under

it or to suspend any obligation in respect of that liability.

“Relevant UK Resolution Authority”

means, in relation to any BRRD Party, the resolution authority with the ability to exercise any UK Bail-in Powers as defined in this

Section 17.

XVIII.      Recognition

of the U.S. Special Resolution Regimes.

A.            In

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation,

were governed by the laws of the United States or a state of the United States.

B.            In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to

be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

As used in this Section 18:

“BHC Act Affiliate” has the

meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any

of the following:

(i) a “covered entity” as that term is defined in, and interpreted

in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted

in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted

in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning

assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime”

means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank

Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

XIX.        Governing

Law and Time. THIS UNDERWRITING AGREEMENT AND ANY APPLICABLE TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH

THE LAWS OF THE STATE OF NEW YORK. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

XX.         Counterparts.

This Underwriting Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such

counterparts shall together constitute one and the same Underwriting Agreement. Counterparts may be delivered via facsimile, electronic

mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic

Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered

shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

XXI.        Effect

of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect

the construction hereof.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT

BLANK]

Very truly yours,

CHUBB INA HOLDINGS LLC

By:

/s/ Drew K. Spitzer

Name:

Drew K. Spitzer

Title:

Treasurer

CHUBB LIMITED

By:

/s/ Mark Budil

Name:

Mark Budil

Title:

Chief Financial Officer of Chubb Switzerland

[Signature Page to Underwriting Agreement]

Exhibit A

TERMS AGREEMENT

[Intentionally omitted]

A-1

Exhibit B

FORM OF OPINION OF Bär &

Karrer AG, GUARANTOR’S

SWISS COUNSEL, TO BE DELIVERED

PURSUANT TO SECTION 5(b)

[Intentionally omitted]

B-1

Exhibit C

FORM OF OPINION OF THE

GENERAL COUNSEL OF THE GUARANTOR,

TO BE DELIVERED PURSUANT TO SECTION 5(b)

[Intentionally omitted]

C-1

Exhibit D

FORM OF OPINION OF WILLKIE FARR &

GALLAGHER LLP,

UNITED STATES COUNSEL FOR THE COMPANY AND THE

GUARANTOR, TO BE DELIVERED PURSUANT TO SECTION 5(b)

[Intentionally omitted]

D-1

EX-1.2 — EXHIBIT 1.2

EX-1.2

Filename: tm2615040d1_ex1-2.htm · Sequence: 3

Exhibit 1.2

Execution Version

CHUBB INA HOLDINGS LLC

(a Delaware limited liability company)

Debt Securities

Unconditionally Guaranteed as to Payment of

Principal, Premium, if any, and Interest by

CHUBB LIMITED

TERMS AGREEMENT

May 18, 2026

To: CHUBB INA HOLDINGS LLC

2000 Arch Street,

Philadelphia, PA 19103

CHUBB LIMITED

Bärengasse 32,

CH-8001 Zurich, Switzerland

Ladies and Gentlemen:

We understand that Chubb INA Holdings LLC, a Delaware limited liability

company (the “Company”), proposes to issue and sell $1,000,000,000 aggregate principal amount of its senior debt securities

due 2036 (the “Underwritten Securities”), which will be unconditionally guaranteed as to payment of principal, premium, if

any, and interest by Chubb Limited, a Swiss company. Subject to the terms and conditions set forth or incorporated by reference herein,

the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the principal amount of Underwritten

Securities opposite their names set forth below at the purchase price set forth below.

With Respect to the Underwritten Securities

Underwriter

Aggregate Principal Amount of

Underwritten Securities

Barclays Capital Inc.

$ 175,000,000

Wells Fargo Securities, LLC

$ 175,000,000

Citigroup Global Markets Inc.

$ 70,000,000

HSBC Securities (USA) Inc.

$ 70,000,000

J.P. Morgan Securities LLC

$ 70,000,000

ANZ Securities, Inc.

$ 50,000,000

BNP Paribas Securities Corp.

$ 50,000,000

Deutsche Bank Securities Inc.

$ 50,000,000

Loop Capital Markets LLC

$ 50,000,000

MUFG Securities Americas Inc.

$ 50,000,000

Standard Chartered Bank

$ 50,000,000

UBS Securities LLC

$ 50,000,000

BNY Mellon Capital Markets, LLC

$ 10,000,000

BofA Securities, Inc.

$ 10,000,000

Drexel Hamilton, LLC

$ 10,000,000

Goldman Sachs & Co. LLC

$ 10,000,000

ING Financial Markets LLC

$ 10,000,000

PNC Capital Markets LLC

$ 10,000,000

RBC Capital Markets, LLC

$ 10,000,000

Scotia Capital (USA) Inc.

$ 10,000,000

Siebert Williams Shank & Co., LLC

$ 10,000,000

Total:

$ 1,000,000,000

The Underwritten Securities shall have the following

terms:

Title:

5.300% Senior Notes due 2036

Rank:

Senior Debt

Ratings (Moody’s / S&P / Fitch):

Aggregate principal amount:

$1,000,000,000

Denomination:

$2,000 and integral multiples of $1,000 in excess thereof

Currency of payment:

United States Dollars

Interest rate or formula:

5.300% per annum

Interest payment dates:

Each May 20 and November 20, beginning November 20, 2026

Regular record dates:

Each May 5 and November 5

Stated maturity date:

May 20, 2036

Optional redemption provisions:

As described in the Company’s Preliminary Prospectus Supplement

dated May 18, 2026 to the Prospectus dated October 3, 2024,

·     Make-Whole

Call prior to February 20, 2036 (T + 15 bps)

·     Par

Call on or after February 20, 2036

Sinking fund requirements:

None

Conversion or exchange provisions:

None

Listing requirements:

None

Black-out provisions:

None

Fixed or Variable Price Offering:

Fixed Price Offering

Initial public offering price:

99.823% of the principal amount, plus accrued interest, if any, from, and including, May 20, 2026, if settlement occurs after that date

Purchase price:

99.373% of the principal amount, plus accrued interest, if any, from May 20, 2026, if settlement occurs after that date

Form:

Global certificates representing the Underwritten Securities registered in the name of Cede & Co., as nominee of The Depository Trust Company

Applicable Time:

3:00 P.M. New York City time

Other terms and conditions:

The Underwritten Securities will be issued under an indenture dated as of August 1, 1999, among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A. (the “Bank of New York Mellon”, formerly known as The Bank of New York Trust Company, N.A., as successor to J.P. Morgan Trust Company, National Association and The First National Bank of Chicago), as trustee (as supplemented by the First Supplemental Indenture, dated as of March 13, 2013, and as may be further amended or supplemented from time to time (including by any supplement which may be entered into in connection with the issuance of the Underwritten Securities), the “Senior Indenture”). For purposes of the Underwritten Securities, all references in the Underwriting Agreement (as defined below) to the “applicable Indenture” shall be deemed to refer to the Senior Indenture.

Settlement date:

T+2 (May 20, 2026)

Closing date and location:

May 20, 2026; Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017

Notices: Notice to the Underwriters shall be directed to the following,

as Representatives, as follows:

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Syndicate Registration

Fax: 646-834-8133

Wells Fargo Securities, LLC

550 South Tryon Street, 5th Floor

Charlotte, North Carolina 28202

Attention: Transaction Management

Email: tmgcapitalmarkets@wellsfargo.com

All of the provisions contained in the document

attached as Annex I hereto entitled “CHUBB INA HOLDINGS LLC (a Delaware limited liability company) – Senior and Subordinated

Debt Securities – Unconditionally Guaranteed as to Payment of Principal, Premium, if any, and Interest by CHUBB LIMITED –

UNDERWRITING AGREEMENT” (the “Underwriting Agreement”) are hereby incorporated by reference in their entirety herein

and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms

defined in such document are used herein as therein defined.

Each of the parties hereto hereby expressly and

irrevocably submits to the non-exclusive jurisdiction of any competent court in the place of its domicile and any United States Federal

or New York State court sitting in the Borough of Manhattan in The City of New York in any action, suit or proceeding arising out of or

relating to this Terms Agreement or the transactions contemplated hereby or thereby to the extent that such court has subject matter jurisdiction

over the controversy, and expressly and irrevocably waives, to the extent permitted under applicable law, any immunity from the jurisdiction

thereof and any claim or defense in such action, suit or proceeding based on a claim of improper venue, forum non conveniens or any similar

basis to which it might otherwise be entitled in any such action, suit or proceeding. Each of the Company and the Guarantor irrevocably

appoints Chubb Group Holdings Inc., 550 Madison Avenue, New York, New York 10022, as its authorized agent in the Borough of Manhattan

in The City of New York upon which process may be served in any such action, suit or proceeding, and agrees that service of process upon

such agent, and written notice of said service to the Company or the Guarantor by the person serving the same to the address provided

in Section 11 of the Underwriting Agreement, shall be deemed in every respect effective service of process upon the Company or the

Guarantor, as the case may be, in any such action, suit or proceeding. Each of the Company and the Guarantor further agrees to take any

and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of

seven years from the date of this Terms Agreement.

This Terms Agreement shall be governed by and construed

in accordance with the laws of the State of New York.

This

Terms Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts

shall together constitute one and the same Terms Agreement. Counterparts may be delivered via facsimile, electronic mail (including any

electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and

Records Act or other applicable law, e.g., www.docusign.com) or other transmission method

and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Please accept this offer no later than 3:00 P.M. (New

York City time) on May 18, 2026 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy

to us.

[The remainder of this page intentionally

left blank.]

Very truly yours,

Barclays Capital Inc.

By:

/s/ Tom McIntosh

Name:

Tom McIntosh

Title:

Managing Director

Wells Fargo Securities, LLC

By:

/s/ Carolyn Hurley

Name:

Carolyn Hurley

Title:

Managing Director

Acting on behalf of themselves and as Representatives

of the other named Underwriters.

[Signature Page to Terms Agreement]

Accepted:

CHUBB INA HOLDINGS LLC

By:

/s/ Drew K. Spitzer

Name:

Drew K. Spitzer

Title:

Treasurer

CHUBB LIMITED

By:

/s/ Mark Budil

Name:

Mark Budil

Title:

Chief Financial Officer of Chubb Switzerland

[Signature Page to Terms Agreement]

Schedule I

ISSUER FREE WRITING PROSPECTUS(ES)

Final Term Sheet dated May 18, 2026 (attached

hereto as Schedule II)

Schedule II

Pricing Term Sheet

Supplementing the Preliminary Prospectus

Filed Pursuant to Rule 433

Supplement dated May 18, 2026

Registration Statement No. 333-282482

(To Prospectus dated October 3, 2024)

and 333-282482-02

$1,000,000,000

Chubb INA Holdings LLC

5.300% Senior Notes due

2036

Fully and Unconditionally Guaranteed by

Chubb Limited

Pricing Term Sheet

May 18, 2026

Issuer:

Chubb INA Holdings LLC

Guarantor:

Chubb Limited

Ratings (Moody’s / S&P / Fitch)(1):

Offering Format:

SEC Registered

Security Type:

Senior Unsecured Notes

Description of Securities:

5.300% Senior Notes due 2036 (the “Notes”)

Pricing Date:

May 18, 2026

Settlement Date(2):

May 20, 2026 (T+2)

Maturity Date:

May 20, 2036

Aggregate Principal Amount:

$1,000,000,000

Public Offering Price:

99.823% of the principal amount, plus accrued interest from, and including, May 20, 2026, if settlement occurs after that date

Coupon (Interest Rate):

5.300%

Interest Payment Dates:

Semi-annually on May 20 and November 20, commencing November 20, 2026

Benchmark Treasury:

UST 4.375% due May 15, 2036

Benchmark Treasury Price / Yield:

98-06 / 4.603%

Spread to Benchmark Treasury:

72 basis points

Yield to Maturity:

5.323%

Optional Redemption:

In each case, as described in the Preliminary Prospectus Supplement

●

Make-Whole Call prior to February 20, 2036 (T + 15 basis points)

●

Par Call on or after February 20, 2036

CUSIP/ISIN:

171239 AN6 / US171239AN62

Joint Book-Running Managers:

Barclays Capital Inc.

Wells Fargo Securities, LLC

Citigroup Global Markets Inc.

HSBC Securities (USA) Inc.

J.P. Morgan Securities LLC

Co-Managers:

ANZ Securities, Inc.

BNP Paribas Securities Corp.

Deutsche Bank Securities Inc.

Loop Capital Markets LLC

MUFG Securities Americas Inc.

Standard Chartered Bank

UBS Securities LLC

BNY Mellon Capital Markets, LLC

BofA Securities, Inc.

Drexel Hamilton, LLC

Goldman Sachs & Co. LLC

ING Financial Markets LLC

PNC Capital Markets LLC

RBC Capital Markets, LLC

Siebert Williams Shank & Co., LLC

Scotia Capital (USA) Inc.

(1) Note:

A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. Each

rating is subject to revision or withdrawal at any time by the assigning rating organization.

(2) It

is expected that delivery of the notes will be made against payment therefor on or about May 20, 2026, which is the second business

day following the date hereof. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market

generally are required to settle in one business day unless the parties to that trade expressly agree otherwise. Accordingly, purchasers

who wish to trade the notes on any date prior to the first business day before delivery will be required, by virtue of the fact that the

notes initially will settle in T+2, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement.

Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their own advisors.

II-2

The issuer and the guarantor have

filed a registration statement (including a prospectus) with the SEC for the offerings to which this communication relates. Before you

invest, you should read the prospectus in that registration statement and other documents the issuer or the guarantor has filed with the

SEC for more complete information about the issuer, the guarantor and these offerings. You may get these documents for free by visiting

EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in these offerings will

arrange to send you the prospectus if you request it by calling Barclays Capital Inc., at (888)

603-5847 and Wells Fargo Securities, LLC at 1-800-645-3751.

This Pricing Term Sheet is not a prospectus

for the purposes of Regulation (EU) 2017/1129, including as the same forms part of domestic law in the United Kingdom by virtue of the

European Union (Withdrawal) Act 2018, as amended by the European Union (Withdrawal Agreement) Act 2020.

No EEA PRIIPs KID or UK PRIIPs KID/CCI

product summary – No EEA PRIIPs or UK PRIIPs key information document (KID)/CCI product summary has been prepared as

not available to retail in EEA or UK.

In the UK, this Pricing Term Sheet and any other document or materials

relating to the issue of the Notes offered hereby is being distributed only to and is directed only at: (i) persons who are “investment

professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order

2005 (as amended, the “Order”), (ii) high net worth companies, unincorporated associations and other bodies within the

categories described in Article 49(2)(a) to (d) of the Order and (iii) any other persons to whom an invitation or

inducement to engage in investment activity (within the meaning of Section 21 of the United Kingdom’s Financial Services and

Markets Act 2000, as amended (the “FSMA”)) in connection with the issue or sale of the Notes may otherwise lawfully be communicated

or caused to be communicated (all such persons together being referred to as “relevant persons”). Any person who is not a

relevant person should not act or rely on this Pricing Term Sheet or any of its contents. Any investment or investment activity to which

this Pricing Term Sheet relates is available only to relevant persons and will be engaged in only with relevant persons.

Any disclaimers or notices

that may appear on this Pricing Term Sheet below the text of this legend are not applicable to this Pricing Term Sheet and should be disregarded.

Such disclaimers may have been electronically generated as a result of this Pricing Term Sheet being sent via, or posted on, Bloomberg

or another electronic mail system.

II-3

Annex I

Underwriting

Agreement

[Intentionally

omitted]

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2615040d1_ex4-1.htm · Sequence: 4

Exhibit 4.1

CHUBB INA HOLDINGS LLC

Officer’s Certificate

Pursuant to Sections 1.2,

3.1 and 3.3 of the Indenture, dated as of August 1, 1999 (the “Base Indenture”), among Chubb INA Holdings LLC (formerly

known as ACE INA Holdings Inc.), as issuer (the “Company”), Chubb Limited (formerly known as ACE Limited), as guarantor (the

“Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.,

as successor to J.P. Morgan Trust Company, National Association and The First National Bank of Chicago), as trustee (the “Trustee”),

as supplemented by the First Supplemental Indenture, dated as of March 13, 2013 (the “First Supplemental Indenture” and,

together with the Base Indenture, the “Indenture”), by and among the Company, the Guarantor and the Trustee, the undersigned,

Drew Spitzer, Treasurer of the Company, hereby certifies as follows:

I.             The

issuance of the following Securities (as defined below) has been approved and authorized in accordance with the provisions of the Indenture

pursuant to resolutions duly adopted by the Board of Directors of the Company on October 15, 2015, November 20, 2023, August 9,

2024 and March 20, 2026. The terms of the Securities shall be as follows:

(a)            The

title of the Notes is “5.300% Senior Notes due 2036” (the “Securities”).

(b)            The

aggregate principal amount of the Securities which may be authenticated and delivered under the Indenture is initially limited to $1,000,000,000,

except for the Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, the other Securities

of each series pursuant to Sections 3.4, 3.5, 3.6, 9.5 or 11.7 of the Indenture.

Securities shall be issued in book-entry form, in denominations of $2,000 or any amount in excess thereof which is an integral multiple

of $1,000, and represented by two registered global securities substantially in the form attached hereto as Exhibit A delivered to

The Depository Trust Company (the “Depositary”), or a custodian on the Depositary’s behalf, and recorded in the book-entry

system maintained by the Depositary.

(d)            The

principal amount of the Securities shall be due and payable on May 20, 2036.

(e)            The

principal of the Securities shall bear interest from May 20, 2026 or from the most recent Interest Payment Date (as defined below)

to which interest has been paid or duly provided for, payable semi-annually in arrears on May 20 and November 20 of each year

(each, a “Interest Payment Date”), beginning on November 20, 2026, to the Persons in whose names the Securities (or one

or more Predecessor Securities of the Securities, as defined in the Indenture) are registered at the close of business on the May 5

or November 5, as the case may be, preceding such Interest Payment Dates.

(f)            Interest

on the Securities will accrue at the rate of 5.300% per annum from May 20, 2026 until the principal thereof is paid or made available

for payment.

(g)            The

principal of, interest on and any Additional Amounts with respect to the Securities shall be payable, and the Securities may be surrendered

or presented for payment, the Securities may be surrendered for registration of transfer or exchange, and notices and demands to or upon

the Company or the Guarantor in respect of the Securities and the Indenture may be served, at the office or agency of the Company and

the Guarantor maintained for such purposes in The City of New York, State of New York from time to time, and the Company hereby appoints

the Trustee, acting through its office or agency in The City of New York designated from time to time for such purpose, as its agent for

the foregoing purposes; provided, however, that, at the option of the Company or the Guarantor, interest may be paid by

check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and provided, further,

that (subject to Section 10.2 of the Indenture) the Company may at any time remove the Trustee as its office or agency in The City

of New York designated for the foregoing purposes and may from time to time designate one or more other offices or agencies for the foregoing

purposes and may from time to time rescind such designations.

(h)            The

Securities shall be redeemable at the option of the Company prior to Stated Maturity as described in Exhibit A, and are not subject

to a sinking fund or analogous provision.

(i)            Payments

of principal, interest on and any Additional Amounts with respect to the Securities shall be made in such coin or currency of the United

States of America as at the time of payment shall be legal tender for the payment of public and private debts.

(j)            The

Trustee shall be Security Registrar and the initial Paying Agent and initial transfer agent for the Securities (subject to the Company’s

right (subject to Section 10.2 of the Indenture) to remove the Trustee as such Paying Agent and/or transfer agent and, from time

to time, to designate one or more co-registrars and one or more other Paying Agents and transfer agents and to rescind from time to time

any such designations), and The City of New York is designated as a Place of Payment for the Securities.

(k)            Additional

Amounts shall be payable in respect of the Securities on the terms and subject to the conditions set forth in Section 10.4 of the

Indenture and in the Securities. Whenever in this Officer’s Certificate or in the certificate evidencing the Securities there is

mentioned, in any context, the payment of principal, premium, if any, or interest on the Securities, such mention shall be deemed to include

mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in

respect thereof.

(l)             The

Company may from time to time, without giving notice to or seeking the consent of the Holders of the Securities, issue debt securities

with the same terms as the Securities (except for the issue date and, in some cases, the public offering price and the amount and date

of the first interest payment) and ranking equally and ratably with the Securities. Any additional debt securities having such similar

terms, together with the Securities, will constitute a single series of Securities under the Indenture, including for purposes of voting

and redemptions; provided that such additional debt securities will be issued under a separate CUSIP number if they are not fungible with

the Securities for U.S. federal income tax purposes. No such additional debt securities may be issued if an Event of Default has occurred

and is continuing with respect to the Securities.

(m)            The

Securities shall have such additional terms and provisions as are set forth in Exhibit A hereto, all of which terms and provisions

are incorporated by reference in and made a part of this Officer’s Certificate as if set forth in full herein.

II.            To

the best knowledge of the undersigned, all conditions precedent to the execution, authentication and delivery of the Securities described

herein have been complied with, and no event which is, or after notice or lapse of time would become, an Event of Default with respect

to the Securities has occurred and is continuing.

The undersigned states that

he has read and is familiar with the provisions of Article III of the Indenture relating to the issuance of Securities thereunder;

that he is generally familiar with the other provisions of the Indenture and with the affairs of the Company, the Guarantor and their

corporate acts and proceedings; and that, in his opinion, he has made such examination or investigation as is necessary to enable him

to express an informed opinion as to whether or not the conditions precedent referred to above have been complied with.

Insofar as this certificate

relates to legal matters, it is based, as provided for in Section 3.3 of the Indenture, upon the Opinion of Counsel delivered to

the Trustee contemporaneously herewith pursuant to Section 3.3 of the Indenture and relating to the Securities described herein.

Capitalized terms used herein

and not otherwise defined herein have the meanings specified in the Indenture.

[The remainder of this page intentionally

left blank.]

IN WITNESS WHEREOF, I,

as Treasurer of the Company, have hereunto signed my name.

Dated: May 20,

2026

By:

Name: Drew K. Spitzer

Title: Treasurer

[Signature Page to Officer’s Certificate (Indenture) of Chubb

INA Holdings LLC]

EXHIBIT A

[Form of Note]

[Intentionally omitted]

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2615040d1_ex4-2.htm · Sequence: 5

Exhibit 4.2

[Form of Note]

THIS SECURITY IS A GLOBAL

SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE

INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE

DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE

OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY

TO A NOMINEE OF THE DEPOSITORY, OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY

OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.

UNLESS THIS SECURITY IS

PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY

(AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF

CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &

CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE

OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

No. R-[1][2]

$[______]

CUSIP No.: 171239 AN6

Chubb INA Holdings LLC

5.300% Senior

Note due 2036

Chubb

INA Holdings LLC, a Delaware limited liability company (hereinafter called the “Company”, which term includes any successor

corporation under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns,

the principal sum of [__________] HUNDRED MILLION ($[__________],000,000) on May 20, 2036 and to pay interest thereon from

November 20, 2026 or from the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually

on May 20 and November 20 in each year (each, an “Interest Payment Date”), beginning on November 20, 2026,

at the rate of 5.300% per annum, until the principal hereof (and any Additional Amounts (as defined below)) is paid or duly made available

for payment. Interest on this Note shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If any Interest

Payment Date or maturity or redemption date falls on a day that is not a Business Day, the required payment shall be made on the next

Business Day as if it were made on the date such payment was due and no interest shall accrue on the amount so payable for the period

from and after such Interest Payment Date or maturity or redemption date, as the case may be, to such next Business Day. The interest

so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture referred to herein,

be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the regular

record date for such interest, which shall be May 5 or November 5 (whether or not a Business Day), as the case may be, next

preceding such Interest Payment Date. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest

Payment Date shall forthwith cease to be payable to the registered Holder hereof on the relevant regular record date by virtue of having

been such Holder, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close

of business on a subsequent Special Record Date (which shall be at least 10 days before the payment date) for the payment of such defaulted

interest to be fixed by the Company, notice whereof shall be given to the Holders of Notes of this series not less than 10 days prior

to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities

exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the

Indenture referred to herein. Any interest paid on this Note shall be increased to the extent necessary to pay Additional Amounts as set

forth in this Note.

Payment of the principal of,

interest on or any Redemption Price or Additional Amounts in respect of this Note shall be made at the office or agency of the Company

and the Guarantor (as defined below) maintained for that purpose in The Borough of Manhattan, The City of New York, in such coin or currency

of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however,

that, at the option of the Company or the Guarantor, interest may be paid by check mailed to the address of the Person entitled thereto

as such address shall appear in the Security Register; provided, further, that payment to DTC or any successor Depository may be made

by wire transfer to the account designated by DTC or such successor depository in writing.

This

Note is one of a duly authorized issuance of securities of the Company (herein called the “Notes”), fully and unconditionally

guaranteed as to payment of principal, premium, if any, and interest by Chubb Limited, a company limited by shares (Aktiengesellschaft)

under the laws of Switzerland (the “Guarantor”), issued and to be issued in one or more series under an Indenture, dated as

of August 1, 1999, as supplemented by the First Supplemental Indenture, dated as of March 13, 2013 (such Indenture and First

Supplemental Indenture together herein called, together with all indentures supplemental thereto, the “Indenture”), among

the Company (formerly known as ACE INA Holdings Inc.), the Guarantor (formerly known as ACE Limited) and The Bank of New York Mellon Trust

Company, N.A. (as successor to J.P. Morgan Trust Company, National Association and The First National Bank of Chicago), as Trustee (herein

called the “Trustee,” which term includes any successor trustee under the Indenture), to which the Indenture and all indentures

supplemental thereto referenced is hereby made for a statement of the respective rights, limitations of rights, duties and immunities

thereunder of the Company, the Guarantor, the Trustee and the Holders of the Notes, and of the terms upon which the Notes are, and are

to be, authenticated and delivered. This Note is one of the series designated on the face hereof, initially limited (subject to exceptions

related to further Notes provided in the Indenture) to the aggregate principal amount specified in the Officer’s Certificate, dated

as of May 20, 2026, establishing the terms of the Notes pursuant to the Indenture.

The Notes are senior unsecured

obligations of the Company and will rank equally in right of payment with all of the Company’s other unsecured and unsubordinated

indebtedness from time to time outstanding. The Company’s obligation to pay the principal of, interest on or any Additional Amounts

in respect of the Notes is unconditionally guaranteed on a senior unsecured basis by the Guarantor pursuant to Article 16 of the

Indenture.

If an Event of Default with

respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with

the effect provided in the Indenture.

The Indenture contains provisions

permitting, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the

Company or the Guarantor and the rights of the Holders of the Securities of each series issued under the Indenture at any time by the

Company, the Guarantor and the Trustee with the written consent of the Holders of not less than a majority in aggregate principal amount

of the Securities at the time Outstanding of each series affected thereby. The Indenture also contains provisions permitting the Holders

of specified percentages in aggregate principal amount of the Securities of any series at the time Outstanding, on behalf of the Holders

of all Securities of such series, to waive compliance by the Company or the Guarantor with certain provisions of the Indenture and certain

past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and

binding upon such Holder and upon all future Holders of this Note and of any Notes issued upon the registration of transfer hereof or

in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

This Note is not subject to

any sinking fund.

No reference herein to the

Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and

unconditional, to pay the principal of, interest on or any Redemption Price or any Additional Amounts in respect of this Note, at the

times, place and rate, and in the coin or currency, herein and in the Indenture prescribed.

As provided in the Indenture

and subject to certain limitations set forth therein and in this Note, the transfer of this Note may be registered on the Security Register

upon surrender of this Note for registration of transfer at the office or agency of the Company and the Guarantor maintained for that

purpose in any place where the principal of, interest on or any Additional Amounts in respect of this Note are payable, duly endorsed

by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by,

the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor,

of authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or transferees.

The

Notes are issuable only in registered form without coupons in the denominations specified in the Officer’s Certificate, dated as

of May 20, 2026, establishing the terms of the Notes, all as more fully provided in the Indenture and such Officer’s

Certificate. As provided in the Indenture and in such Officer’s Certificate, and subject to certain limitations set forth in the

Indenture, such Officer’s Certificate and in this Note, the Notes are exchangeable for a like aggregate principal amount of Notes

of this series in different authorized denominations, as requested by the Holders surrendering the same.

No service charge shall be

made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other

governmental charge payable in connection therewith, other than in certain cases provided in the Indenture.

Prior to due presentment of

this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee

may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue,

and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary.

The

Notes are redeemable in whole at any time or in part from time to time prior to February 20, 2036 (the “Par Call Date”),

at the Company’s option, at a Redemption Price equal to the greater of (i) (a) the sum of the present values of the remaining

scheduled payments of principal and interest on the Notes being redeemed discounted to the redemption date (assuming the Notes to be redeemed

matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate

plus 15 basis points less (b) interest accrued to the redemption date; and (ii) 100 percent of the principal amount of the Notes

being redeemed; plus, in either case, accrued and unpaid interest on the Notes to be redeemed to, but excluding, the redemption date.

In addition, at any time on

or after the Par Call Date, the Notes are redeemable in whole or in part, at the Company’s option, at a Redemption Price equal to

100 percent of the principal amount of the Notes being redeemed plus accrued and unpaid interest on the Notes being redeemed to, but excluding,

the Redemption Date.

“Treasury Rate”

means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be

determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily

by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield

or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board

of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation

or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal”

(or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable:

(1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date

(the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining

Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield

corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the

Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places;

or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single

Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity

or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such

Treasury constant maturity from the redemption date

If on the third business day

preceding the redemption date H.15 TCM or any successor designation or publication is no longer published, the Company shall calculate

the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time,

on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that

is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there

are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date

preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury

security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the

Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select

from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based

upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining

the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury

security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New

York City time, of such United States Treasury security, and rounded to three decimal places.

The Company’s actions

and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption will

be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days

but not more than 60 days before the redemption date to each holder of Notes to be redeemed.

Any redemption made at the

option of the Company shall be conducted in accordance with Article 11 of the Indenture, provided that any reference in Section 11.4

of the Indenture to 30 days shall be deemed to be 10 days for the purposes of this Note. Notwithstanding anything to the contrary in the

Indenture, in the case of a partial redemption, selection of the Notes for redemption will be made by lot. No Notes of a principal amount

of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note

will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion

of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long as

the Notes are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures

of the depositary.

Unless the Company defaults

in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called

for redemption.

In addition, the Company may

at any time purchase any of the Notes by tender, in the open market or by private agreement, subject to applicable law.

“Business Day”

means any day other than a Saturday, Sunday or other day on which banking institutions in the City of New York are authorized or obligated

by law, regulation or executive order to close.

The Company or, in the event

that payments are required to be made by the Guarantor pursuant to its obligations under the Guarantee, the Guarantor will, subject to

the exceptions and limitations set forth below, pay such additional amounts as are necessary in order that the net payment by the Company,

the Guarantor or a Paying Agent of the principal of, and premium, if any, and interest on this Note to a Holder, after withholding or

deduction for any future tax, assessment or other governmental charge imposed by the United States, Switzerland or any other jurisdiction

in which the Company or the Guarantor or, in each case, any successor Person substituted in accordance with the Indenture may be organized

or resident for tax purposes, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing

Jurisdiction”), will not be less than the amount provided in this Note to be then due and payable (“Additional Amounts”);

provided, however, that the foregoing obligation to pay Additional Amounts shall not apply: (1) to any tax, assessment

or other governmental charge that would not have been imposed but for the Holder (or the beneficial owner for whose benefit such Holder

holds this Note), or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership

or corporation, or a person holding a power over an estate or trust administered by a fiduciary Holder, being considered as: (a) being

or having been engaged in a trade or business in the Taxing Jurisdiction or having or having had a permanent establishment in the Taxing

Jurisdiction; (b) having a current or former connection with the Taxing Jurisdiction (other than a connection arising solely as a

result of the ownership of the Notes or the receipt of any payment or the enforcement of any rights thereunder), including being or having

been a citizen or resident of the Taxing Jurisdiction; (c) being or having been a personal holding company, a passive foreign investment

company or a controlled foreign corporation for U.S. federal income tax purposes or a corporation that has accumulated earnings to avoid

U.S. federal income tax; (d) being or having been a “10-percent shareholder” of the Company or the Guarantor as defined

in Section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), or any successor

provision; or (e) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the

ordinary course of its trade or business; (2) to any Holder that is not the sole beneficial owner of this Note, or a portion of this

Note, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to

the Holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability

company would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received

directly its beneficial or distributive share of the payment; (3) to any tax, assessment or other governmental charge that would

not have been imposed but for the failure of the Holder or any other person to comply with certification, identification or information

reporting requirements concerning the nationality, residence, identity or connection with the Taxing Jurisdiction of the Holder or beneficial

owner of this Note, if compliance is required by statute, by regulation of the Taxing Jurisdiction or any taxing authority therein or

by an applicable income tax treaty to which the Taxing Jurisdiction is a party as a precondition to exemption from such tax, assessment

or other governmental charge; (4) to any U.S. federal backup withholding tax; (5) to any tax, assessment or other governmental

charge that is payable otherwise than by withholding by the Company, the Guarantor or a Paying Agent from the payment; (6) to any

tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or

judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs

later; (7) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax,

assessment or other governmental charge; (8) to any tax, assessment or other governmental charge required to be withheld by any Paying

Agent from any payment of principal of or interest on this Note, if such payment can be made without such withholding by at least one

other Paying Agent; (9) to any tax, assessment or other governmental charge that would not have been imposed but for the presentation

by the Holder of this Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became

due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (10) to any tax, assessment or

other governmental charge imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions), any current or

future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code,

any intergovernmental agreement entered into in connection with the implementation of the foregoing and any fiscal or regulatory legislation,

rules or practices adopted pursuant to any such intergovernmental agreement; or (11) in the case of any combination of items (1),

(2), (3), (4), (5), (6), (7), (8), (9) and (10).

Unless otherwise expressly

stated or the context otherwise requires, whenever in the Indenture or this Note, there is mentioned, in any context, the payment of principal

of, premium, if any, or interest on the Notes, such mention shall be deemed to include mention of the payment of Additional Amounts to

the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The

Company shall be entitled to redeem the Notes, at its option, at any time as a whole but not in part, upon not less than 10 nor more than

60 days’ notice, at 100 percent of the principal amount thereof, plus accrued and unpaid interest (if any) to, but excluding, the

Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest

Payment Date), in the event that the Company or the Guarantor has become or would become obligated to pay, on the next date on which any

amount would be payable with respect to the Notes, any Additional Amounts as a result of: (1) a change in or an amendment to the

laws (including any regulations promulgated thereunder) of a Taxing Jurisdiction, which change or amendment is announced after May 18,

2026; or (2) any change in or amendment to any official position regarding the application or interpretation of the laws or regulations

of a Taxing Jurisdiction, which change or amendment is announced after May 18, 2026, and, in each case, the Company or the Guarantor,

as applicable, cannot avoid such obligation by taking reasonable measures available to it.

Before the Company publishes

or mails any notice of redemption of the Notes, as described above, it will deliver to the Trustee an Officer’s Certificate to the

effect that the Company or the Guarantor, as applicable, cannot avoid its obligation to pay Additional Amounts by taking reasonable measures

available to it and an opinion of independent legal counsel of recognized standing stating that the Company or the Guarantor, as applicable,

would be obligated to pay Additional Amounts as a result of a change in tax laws or regulations or the application or interpretation of

such laws or regulations.

The Indenture contains provisions

whereby (i) the Company and the Guarantor may be discharged from their obligations with respect to the Notes (subject to certain

exceptions) or (ii) the Company and the Guarantor may be released from their obligations under specified covenants and agreements

in the Indenture, in each case if the Company or the Guarantor irrevocably deposits with the Trustee money or Government Obligations,

or a combination thereof, in an amount sufficient, without consideration of any reinvestment, to pay and discharge the entire indebtedness

on all Notes of this series, and satisfies certain other conditions, all as more fully provided in the Indenture.

This Note shall be governed

by and construed in accordance with the laws of the State of New York applicable to agreements and instruments made and to be performed

wholly within such State.

All terms used in this Note

without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

[Remainder of Page Intentionally Left Blank]

Unless the Certificate of

Authentication hereon has been executed by or on behalf of the Trustee under the Indenture by the manual signature of one of its authorized

officers, this Note shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company

has caused this instrument to be duly executed under its corporate seal.

Dated: May 20, 2026

ATTEST:

CHUBB INA HOLDINGS LLC

[SEAL]

By:

Name: Brandon Peene

Name: Drew K. Spitzer

Title: Vice President and Secretary

Title: Treasurer

CERTIFICATE OF AUTHENTICATION

This is one of the Securities

of the series designated therein referred to in the within-mentioned Indenture.

Dated: May 20,

2026

THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A., as Trustee

By:

Name:

Title:

ABBREVIATIONS

The following abbreviations,

when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable

laws or regulations:

TEN COM

—

as tenants in common

TEN ENT

—

as tenants by the entireties

JT TEN

—

as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT

—

(Minor)

Custodian

—

(Cust)

Under Uniform Gifts to Minors Act

—

(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned registered Holder hereby sell(s),

assign(s) and transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING

NUMBER OF ASSIGNEE]

[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF

ASSIGNEE]

the within Note and all rights thereunder, hereby irrevocably constituting

and appointing ________________________________________________________________to transfer said Note on the books of the Company with

full power of substitution in the premises.

Dated:___________________

Signature:_______________________________________________

Notice: The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular,

without alteration or enlargement or any change whatsoever.

Signature Guaranty:____________________________________________________________________________________

Signatures must be guaranteed by an “eligible guarantor institution”

meeting the requirements of the Trustee, which requirements include membership or participation in the Security Transfer Agent Medallion

Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition

to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2615040d1_ex5-1.htm · Sequence: 6

Exhibit 5.1

Postfach 1548 | CH-8002 Zürich

To:

Chubb Limited

Bärengasse 32

CH-8001 Zurich

Switzerland

Chubb INA Holdings LLC

2000 Arch Street

Philadelphia, Pennsylvania 19103

USA

Zurich, 20 May 2026

Chubb Limited / Chubb INA Holdings LLC - Registration

Statement on Form S-3

Ladies and Gentlemen:

We have been asked to render this opinion in our

capacity as Swiss counsel to Chubb Limited, a corporation organized under the laws of Switzerland (the "Company") in

connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of

a Registration Statement on Form S-3 (No. 333-282482) (the "Registration Statement") relating to, among other things

Chubb INA Holdings LLC's ("Chubb INA") offer and sale of USD 1,000,000,000 5.300% senior notes due 2036 (the "Notes"),

which are fully and unconditionally guaranteed (the "Guarantee") by the Company.

I Documents Reviewed

For the purpose of this opinion letter we have

only reviewed and relied on copies of the following documents:

a) a copy the Indenture dated as of 1 August 1999 (the "Indenture"), among the Company,

Chubb INA and The Bank of New York Mellon Trust Company N.A. (formerly known as The Bank of New York Trust Company, N.A., as successor

to J.P. Morgan Trust Company, National Association and The First National Bank of Chicago) as trustee, as amended by the First Supplemental

Indenture, dated as of 13 March 2013;

Bär & Karrer

20 May 2026

b) a certified extract from the Commercial Register of the Canton of Zurich regarding the Company dated 11

May 2026 (the "Extract") and a copy of the articles of association of the Company in their version dated 9 March 2026

(the "Articles of Association"), certified as of 11 May 2026, which according to the Extract are the Articles of

Association currently in force;

c) a scanned copy of the organizational regulations

(Organisationsreglement) of the board of directors of the Company dated 23 February

2023 (the "Organizational Regulations") as filed with the United States

Securities and Exchange Commission on 24 February 2023 (retrieved from https://www.sec.gov/Archives/edgar/data/896159/000089615923000007/cb-12312022xex32.htm);

and

d) scanned copies of an extract dated 19 May 2026 from the minutes of the meeting of the board of directors

of the Company held on 20 November 2025 certified by the assistant secretary of the Company's board of directors, containing inter

alia the resolutions authorizing, ratifying and confirming the execution and delivery of indentures, and an extract dated 19 May 2026

from the minutes of the meeting of the board of directors of the Company held on 26 February 2026 certified by the assistant secretary

of the Company's board of directors, containing inter alia the resolutions authorizing the issuance and guarantee of the Notes, and the

execution and delivery of the respective agreements, and

e) a scanned copy of an extract dated 19 May 2026 from the minutes of the meeting of the board of directors

of the Company held 8 August 2024 signed by the assistant secretary of the board of directors of the Company regarding the shelf

form S-3 registration statement.

II Scope and Assumptions

This opinion is confined to

and given on the basis of the laws of Switzerland in force at the date hereof as currently applied by Swiss courts. In the absence of

explicit statutory law or established case law, we base our opinion solely on our independent professional judgment.

We express no opinion on the

laws of any other jurisdiction. The opinions given in this opinion are strictly limited to the matters stated in section III and do not

extend, by implication or otherwise, to any agreement or document referred to in the Registration Statement or any other matter.

Bär & Karrer

20 May 2026

The opinions given herein are made on the basis

of the following assumptions:

a) the Notes have been duly authorised, signed, executed and delivered and issued by Chubb INA and the Indenture

has been duly authorized, signed, executed and delivered by the Company pursuant to the laws of the Cayman Islands;

b) all documents supplied to us as conformed copies, scanned copies, photocopies or facsimile transmitted

copies or other copies (including e-mail transmissions) conform to the originals and are authentic and complete;

c) all documents submitted to us as originals are authentic and complete and all signatures genuine;

d) the Articles of Association, Organizational Regulations and Extract are unchanged and correct as of the

date hereof and no changes have been made which should have been or should be reflected in the Articles of Association, the Organizational

Regulations or the Extract as of the date hereof;

e) the extracts from the minutes referred to in section I.d) and section I.e) above are each a true, correct,

accurate, complete description of the matters referred to therein, are not misleading and do not omit any fact which would be material

and the resolutions referred to therein have not been revoked, amended or altered;

f) the Indenture, as amended by the First Supplemental Indenture, and the Notes constitute valid, binding

and enforceable obligations of the respective parties under any applicable law (other than the laws of Switzerland to which this opinion

relates); and

a) there is nothing under any law (other than the laws of Switzerland) which would or might affect the opinions

hereinafter appearing.

III Opinions

Based upon the foregoing, in reliance thereon,

and subject to the limitations and assumptions referred to above (II) and the qualifications set out below (IV), we are of the following

opinion:

a) The Company is a company limited by shares (Aktiengesellschaft) duly existing under the laws of

Switzerland.

b) The Guarantee set out in Article 16 (Guarantee and Indemnity) of the Indenture is duly authorised,

executed and delivered by the Company in accordance with the laws of Switzerland.

Bär & Karrer

20 May 2026

IV Qualifications

This opinion is subject to the following qualifications:

a) The opinions set out above are subject to applicable bankruptcy, insolvency, reorganisation, liquidation,

moratorium, civil procedure and other similar laws and regulations as applicable to creditors, debtors, claimants and defendants generally

as well as principles of equity (good faith) and the absence of a misuse of rights.

b) Our opinions expressed herein are limited solely to the laws of Switzerland and we express no opinion

herein concerning the laws of any other jurisdiction.

c) We express no opinion as to the accuracy or completeness of the information set out in the Registration

Statement.

d) We express no opinion as to insurance regulatory matters or as to any commercial, accounting, calculating,

auditing or other non-legal matters. Also, we express no opinion as to tax matters.

In this legal opinion, Swiss

legal concepts are expressed in English terms and not in their original German language; the concepts concerned may not be identical to

the concepts described by the same English terms as they exist under the laws of other jurisdictions; this legal opinion may, therefore,

only be relied upon under the express condition that any issues of interpretation or liability arising hereunder will be governed by Swiss

law and be subject to the exclusive jurisdiction of the courts of the City of Zurich, Switzerland, venue being Zurich 1.

This legal opinion is rendered solely for the

purpose of the transactions herein referred to. It may not be used, circulated, quoted, referred to or relied upon for any other purpose

without our written consent in each instance. We hereby consent to the filing of this legal opinion as an exhibit to the Registration

Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under section

7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

This legal opinion is strictly limited to the matters stated in it and does not apply by implication to other matters.

Yours sincerely,

/s/ Bär & Karrer AG

Bär & Karrer AG

EX-5.2 — EXHIBIT 5.2

EX-5.2

Filename: tm2615040d1_ex5-2.htm · Sequence: 7

Exhibit 5.2

300 North LaSalle

Chicago, IL

60654-3406

Tel: 312 728 9000

Fax: 312 728 9199

May 20, 2026

Chubb Limited

Bärengasse 32

Zurich CH-8001

Switzerland

Chubb INA Holdings LLC

2000 Arch Street

Philadelphia, PA 19103

Re: Chubb Limited

Chubb INA Holdings LLC

Registration Statement on Form S-3

Ladies and Gentlemen:

have represented Chubb Limited, a Swiss company limited by shares (Aktiengesellschaft) (“Chubb”), and Chubb INA Holdings

LLC, a Delaware limited liability company (“Chubb INA”) in connection (i) with the preparation and filing with the Securities

and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement on Form S-3 (No. 333-282482)

(the “Registration Statement”) relating to, among other things, Chubb INA’s debt securities, which are fully and unconditionally

guaranteed (the “Guarantee”) by Chubb and (ii) the offer and sale of $1,000,000,000 aggregate principal amount of Chubb

INA’s 5.300% Senior Notes due 2036 (the “Notes”).

In rendering the opinions

expressed herein, we have examined (i) the Indenture, dated as of August 1, 1999 (the “Indenture”), among Chubb,

Chubb INA and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A., as successor

to J.P. Morgan Trust Company, National Association and The First National Bank of Chicago), as trustee (the “Trustee”), as

supplemented from time to time; (ii) the Notes and (iii) the Guarantee.

In addition, we have examined

such other documents, certificates and opinions, and have made such further investigation as we have deemed necessary or appropriate for

the purposes of the opinions expressed below. In expressing the opinions set forth below, we have assumed the genuineness of all signatures,

the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents

reviewed by us in original or copy form and the legal competence of each individual executing any document. As to all parties other than

Chubb INA, we have assumed the due authorization, execution and delivery of all documents, and, with respect to all parties other than

Chubb INA and Chubb, we have assumed the validity and enforceability of all documents against all parties thereto, other than Chubb INA

and Chubb, in accordance with their respective terms.

Brussels

Chicago Dallas Frankfurt Hamburg Houston London Los Angeles

Milan Munich

New York Palo Alto Paris Rome San Francisco Washington

Chubb Limited

Chubb INA Holdings LLC

May 20, 2026

Page 2

As to questions of fact material

to our opinions (but not as to legal conclusions), we have, to the extent we deemed such reliance appropriate, relied upon certificates

and other statements of officers of Chubb INA and Chubb and of public officials issued with respect to Chubb INA and Chubb.

Based upon and subject to

the foregoing, and having regard for legal considerations which we deem relevant, we are of the opinion that:

(i) Chubb INA is a limited liability

company validly existing and in good standing under the laws of the State of Delaware;

(ii) the

Indenture has been duly authorized, executed and delivered by Chubb INA and (assuming the Indenture has been duly authorized, executed

and delivered by Chubb and the Trustee), the Indenture constitutes a valid and binding agreement of Chubb INA and Chubb, enforceable against

Chubb INA and Chubb in accordance with its terms, except as (a) the enforcement thereof may be limited by bankruptcy, insolvency,

reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable

principles and (b) the enforceability of provisions imposing liquidated damages, penalties or an increase in interest rate upon the

occurrence of certain events may be limited in certain circumstances, and will be entitled to the benefits of the Indenture;

(iii) the Notes have been duly

authorized and executed by Chubb INA and, assuming the due authentication thereof in the manner provided for in the Indenture and delivery

against payment of the consideration therefor, constitute valid and binding obligations of Chubb INA, enforceable against Chubb INA in

accordance with their terms, except as (a) the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium

or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and (b) the

enforceability of provisions imposing liquidated damages, penalties or an increase in interest rate upon the occurrence of certain events

may be limited in certain circumstances, and will be entitled to the benefits of the Indenture; and

(iv) assuming the Guarantee has

been duly authorized by Chubb under Swiss law, the Guarantee constitutes a legal, valid and binding obligation of Chubb enforceable against

Chubb in accordance with its terms, except as (a) the enforcement thereof may be limited by bankruptcy, insolvency, reorganization,

moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and

(b) the enforceability of provisions imposing liquidated damages, penalties or an increase in interest rate upon the occurrence of

certain events may be limited in certain circumstances, and will be entitled to the benefits of the Indenture.

Chubb Limited

Chubb INA Holdings LLC

May 20, 2026

Page 3

We are admitted to practice

in the States of Illinois and New York and our opinions expressed herein are limited solely to the Federal laws of the United States of

America, the laws of the States of Illinois and New York and the Limited Liability Act of the State of Delaware, and we express no opinion

herein concerning the laws of any other jurisdiction.

The opinions and statements

expressed herein are as of the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any facts

or circumstances that may hereafter come to our attention or any changes in applicable law which may hereafter occur.

We hereby consent to the

incorporation by reference of this opinion as an exhibit to the Registration Statement and to all references to this firm in such Registration

Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7

of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ Willkie Farr & Gallagher LLP

WILLKIE FARR & GALLAGHER LLP

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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