Exhibit 10.11


THE
CHUBB CORPORATION

LONG-TERM STOCK INCENTIVE PLAN

FOR NON-EMPLOYEE DIRECTORS (2004)



PERFORMANCE SHARE AWARD AGREEMENT


This PERFORMANCE SHARE AWARD AGREEMENT, dated as of
April 24, 2007, is by and between The Chubb Corporation (the “Corporation”)
and                                 
(the “Participant”), pursuant to The Chubb Corporation Long-Term Stock
Incentive Plan Non-Employee Directors (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 Agreement conflicts
with any provision of the Plan (as either may be interpreted from time to time
by the Committee), the Plan shall control.


WHEREAS, pursuant to the
provisions of the Plan, the Participant has been granted Performance Shares;
and


WHEREAS, the Participant and the
Corporation desire to enter into this Agreement to evidence and confirm the
grant of such Performance Shares on the terms and conditions set forth herein.


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


1.     Grant of Performance
Shares.  Pursuant to the provisions
of the Plan, the Corporation on the date set forth above (the “Grant Date”)
has granted and hereby evidences the grant to the Participant, subject to the
terms and conditions set forth herein and in the Plan, of an Award of                        
Performance Shares (the “Award”).


2.     Payment of Earned
Performance Shares.


(a)           Settlement of Performance Shares.  Subject to the provisions of this Section 2
and Section 3(e), the Payment Value of each Performance Share covered by the
Award which the Committee determines, in writing, to be earned pursuant to
Section 3 shall be paid by the Corporation as soon as administratively
practicable after (but no later than 21⁄2 months after the calendar year end
coincident with) the end of the Performance Cycle described in Section
3(a).  Payments hereunder shall be made
in cash, shares of Stock, or a combination thereof, as determined by the
Committee in its sole discretion.











(b)           Voluntary Deferral.  Notwithstanding the provisions of Section
2(a), the Participant may elect, by election filed with the Corporation (and on
a form acceptable to the Committee) not later than June 30, 2009 and
subject to such terms and conditions as the Committee may specify, to have any
payment that may become due in respect of Performance Shares covered by the
Award deferred until such later time as shall be specified in such election.


3.     Vesting Criteria
Applicable to Performance Shares.


(a)           Performance Cycle.  The Performance Cycle for this Award shall
commence on January 1, 2007, and shall end on December 31, 2009.


(b)           Performance Goal.  The Performance Goal for the Performance
Cycle is the total return per share of Stock to the Corporation’s shareholders,
inclusive of dividends paid (regardless of whether paid in cash or property,
which dividends shall be deemed reinvested in Stock), during the Performance
Cycle in comparison to the total return per share of stock, inclusive of
dividends paid (regardless of whether paid in cash or property, which dividends
shall be deemed reinvested in stock) achieved by the companies (i) which
are in the Standard & Poors 500 Index (the “S&P 500”) on the
date the Performance Cycle begins and (ii) which continue to file public
reports pursuant to the Act for the entirety of the Performance Cycle (such
companies, the “Comparison Companies”). 
For the avoidance of doubt, a company included in the S&P 500 on the
date the Performance Cycle commences that is not included in the S&P 500 at
the conclusion of the Performance Cycle will be a Comparison Company as long as
it files public reports pursuant to the Act for the entire Performance Cycle
(and any company first included in the S&P 500 after the start of the
Performance Cycle will not be a Comparison Company).


(c)           Comparison of
Total Shareholder Return.  Except as
provided in Section 4, the Performance Shares covered by the Award shall be
deemed earned based on where the Corporation’s total shareholder return during
the Performance Cycle ranks in relation to the total shareholder returns of the
Comparison Companies during such period. 
For purposes of calculating the total shareholder return of the
Corporation and the Comparison Companies during the Performance Cycle, the
value of each such company’s stock at the beginning and end of the Performance
Cycle shall be established based on the average of the averages of the high and
low trading prices of the applicable stock on the principal exchange on which
the stock trades for the 15 trading days occurring immediately prior to the
beginning or end of the Performance Cycle, as the case may be.  Such averages for each such company
(including the Corporation) shall be referred to herein as the “Beginning
Average Value” and the “Ending Average Value.”  As soon as practicable after the completion
of the Performance Cycle, the total shareholder returns of the Comparison
Companies will be calculated and ranked 











from highest
to lowest.  The Corporation’s total
shareholder return will then be ranked in terms of which percentile it would
have placed in among the Comparison Companies. 
In calculating the total shareholder return with respect to either the
Corporation or any of the Comparison Companies, the Committee shall make or
shall cause to be made such appropriate adjustments to the calculation of total
shareholder return for such entity (including, without limitation, adjusting
the Beginning Average Value) as shall be necessary or appropriate to avoid an
artificial increase or decrease in such return as a result of a stock split
(including a reverse stock split), recapitalization or other similar event
affecting the capital structure of such entity that does not involve the
issuance of the entity’s securities in exchange for money, property or other
consideration.


(d)           Percentage of
Performance Shares Earned.  The extent
to which Performance Shares shall become earned shall be determined according
to the following schedule:




	
  Relative

  Performance

  Level Percentile

  	
   

  	
  Percent of

  Performance 

  Shares Earned

  	
   

  
	
  85th or higher

  	
   

  	
  200%

  	
   

  
	
  50th

  	
   

  	
  100%

  	
   

  
	
  25th

  	
   

  	
  50%

  	
   

  
	
  Under 25th

  	
   

  	
  0%

  	
   

  






To the extent
that the Corporation’s total shareholder return ranks in a percentile between
the 25th and the 50th percentile, or
between the 50th and the 85th percentile, of comparative performance, then the number
of Performance Shares earned shall be determined by multiplying the relative
percentile of comparative performance achieved by the Corporation by two (e.g.,
if the Corporation’s total shareholder return would have placed in the 40th percentile, then 80% of the Performance Shares
covered by the Award become earned; if the Corporation’s total shareholder
return would have placed in the 75th percentile, then 150% of the Performance
Shares covered by the Award become earned).


(e)           Termination of
Service on the Board of Directors. 
The Participant’s cessation of services as a member of the Board of
Directors for any reason shall have no effect on the rights and entitlements of
the Participant to receive payment in respect of the Performance Shares; provided,
however, that if the Participant’s service on the Board of Directors is
terminated for cause, as determined by the Committee (or if the Committee
determines that the Participant resigned from the Board of Directors in
anticipation of being removed for cause), then the Participant shall forfeit
any and all rights in respect of the Performance Shares covered by the Award
and such Performance Shares shall be immediately forfeited and cancelled
without further action by the Corporation or the Participant as of the date of
such termination of service.











4.     Change in Control.  Notwithstanding anything in Section 2 or 3 to
the contrary, in the event a Change in Control occurs, Performance Shares
covered by the Award not previously forfeited pursuant to Section 3 shall be
treated in accordance with Section 9 of the Plan.


5.     Adjustment in
Capitalization.  In the event that
the Committee shall determine that any stock dividend, stock split, share
combination, extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination, exchange of shares,
warrants or rights offering to purchase Stock at a price substantially below
fair market value, or other similar corporate event affects the Stock such that
an adjustment is required in order to preserve, or to prevent the enlargement
of, the benefits or potential benefits intended to be made available under this
Award, then the Committee shall, in its sole discretion, and in such manner as
the Committee may deem equitable, adjust any or all of the number and kind of
Performance Shares subject to this Award and/or, if deemed appropriate, make
provision for a cash payment to the person holding this Award, provided,
however, that, unless the Committee determines otherwise, the number of
Performance Shares subject to this Award shall always be a whole number.


6.     Restrictions on Transfer.  Performance Shares may not be sold, assigned,
hypothecated, pledged or otherwise transferred or encumbered in any manner
except (i) by will or the laws of descent and distribution or (ii)
to a Permitted Transferee (as defined in Section 11(a) of the Plan) with the
permission of, and subject to such conditions as may be imposed by, the
Committee.


7.     No Rights as a
Shareholder.  Until shares of Stock
are issued, if at all, in satisfaction of the Corporation’s obligations under
this Award, in the time and manner specified in Section 2 or 4, the Participant
shall have no rights as a shareholder.


8.     Notice.  Any notice given hereunder to the Corporation
shall be addressed to The Chubb Corporation, Attention Secretary, 15 Mountain
View Road, P.O. Box 1615, Warren, New Jersey 07061-1615, and any notice given
hereunder to the Participant shall be addressed to the Participant at the
Participant’s address as shown on the records of the Corporation.


9.     Governing Law.  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).


10.   Signature in Counterpart.  This Agreement 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.


11.   Binding Effect; Benefits.
This Agreement 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 Agreement,
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.


12.   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 12
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 12 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 12, 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.


13.   Sections and Other
Headings.  The section and other
headings contained in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of this Agreement.











IN WITNESS WHEREOF, the
Corporation, by its duly authorized officer, and the Participant have executed
this Agreement in duplicate as of the day and year first above written.


	
  

  	
  THE CHUBB CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Participant