This article lays out a model of action learning for catalyzing strategic innovation in mature organizations that are faced with a new competitive playing field. Central to this model is the development of a set of sophisticated cognitive capabilities--sensemaking, strategic thinking, critical thinking, divergent thinking, conceptual capacity and a malleable learning orientation. The learning design provides challenge, opportunity and support for overcoming organizational orthodoxy that can otherwise hamper innovation. Examples from the Chubb Global Executive Program are used to identify and discuss key cognitive, contextual, learning and design elements of this model. (Contains 4 figures.)