Exhibit 10.4


THE CHUBB CORPORATION
LONG-TERM STOCK

INCENTIVE PLAN (2004)


Performance
Share Award Agreement

Amendment

No. 1


This Amendment No.
1 (this “Amendment”), is made and entered into as
of                   ,
2007 by and between The Chubb Corporation (the “Corporation”) and                  
(the “Participant”), pursuant to The Chubb Corporation Long-Term Stock
Incentive Plan (2004) (the “Plan”). 
Capitalized terms that are not defined herein shall have the same
meanings given to such terms in the Plan. 
If any provision of this Amendment conflicts with any provision of the
Plan (as either may be interpreted from time to time by the Committee), the
Plan shall control.


WHEREAS, the
Corporation and the Participant are parties to that certain Performance Share
Award Agreement, dated as of                    ,
2006 (the “Agreement”);


WHEREAS, the
Corporation and the Participant desire to amend the Agreement as set forth
below;


NOW
THEREFORE, the Participant and the Corporation agree as
follows:


1.             Section 2(c) of
the Agreement is hereby deleted in its entirety and all references thereto in
the Agreement shall be disregarded.


2.             Section 3(a) of the Agreement is hereby
amended and restated in its entirety to read as follows:


“(a)         Performance
Cycle.  The Performance Cycle for
this Award shall commence on January 1, 2006, and shall end on December 31,
2008.”


3.             Section
4(a) of the Agreement is hereby amended and restated in its entirety to
read as follows:


“(a)         Qualifying
Termination of Employment.  If the
Participant’s employment terminates by reason of a Qualifying Termination of
Employment on or after December 31, 2006, the Participant shall be entitled to
receive the same Payment Values (without pro-ration) in respect of the
Performance Shares covered by the Award as would have been payable, and at the
same time and subject to the same conditions, had his or her employment
continued until the end of the Performance Cycle.”


4.             Section 17 of the Agreement is hereby
amended and restated in its entirety to read as follows:













                “Amendment. 
This Agreement may not be altered, modified or amended except by a
written instrument signed by the Corporation and the Participant.  Notwithstanding the foregoing sentence, to
the extent determined necessary or advisable by the Committee in its sole
discretion, the Agreement shall be interpreted to the extent possible to comply
with the provisions of Section 409A of the Code (or, if applicable, to avoid
application of such Code section).  Participant
hereby consents to any amendments to this Agreement that the Committee, in its
sole discretion, determines are necessary or advisable to comply with the
provisions of Section 409A of the Code (or, if applicable, to avoid application
of such Code section).  Adjustments made
pursuant to this Section 17 shall, to the extent determined necessary or
advisable in the sole discretion of the Committee, be made in compliance with
the requirements of Section 409A of the Code (or, if applicable, to avoid
application of such Code section).  As
soon as is administratively practicable following the date of any such
amendments, the Corporation shall notify the Participant of any amendments to
this Agreement made pursuant to this Section 17 in order to comply with Section
409A of the Code (or, if applicable, to avoid application of such Code
section); provided, however, that failure to provide such notice shall not
invalidate or otherwise impair the enforceability of such amendments.  For purposes of this Section 17, Section 409A
of the Code refers to such Code section as well as to any successor or
companion provisions thereto and any regulations promulgated thereunder.”


5.             This Amendment shall not constitute a waiver,
amendment or modification of any other provision of the Agreement not expressly
referred to herein. Except as expressly amended or modified herein, the
provisions of the Agreement are and shall remain in full force and effect.


6.             The Award and the
legal relations between the parties shall be governed by and construed in
accordance with the laws of the State of New Jersey (without reference to the
principles of conflicts of law).


7.             This
Amendment may be signed in counterparts, each of which shall be an original,
with the same effect as if the signature thereto and hereto were upon the same
instrument.  This Amendment may be
executed by the Participant by means of manual signature, electronic signature
or electronic acceptance.


8.             This
Amendment shall be binding upon and inure to the benefit of the Corporation and
the Participant and their respective successors and permitted assigns.  Nothing in this Amendment, express or
implied, is intended or shall be construed to give any person other than the
Corporation or the Participant or their respective successors or assigns any
legal or equitable right, remedy or claim under or in respect of any agreement
or any provision contained herein.



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IN
WITNESS WHEREOF, the Corporation, by its duly authorized
officer, and the Participant have executed this Amendment as of the date set
forth above.


	
  

  	
  THE CHUBB
  CORPORATION

  	
  

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Chairman,
  President & Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Participant

  	
   

  



 



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