Exhibit 10.14


THE
CHUBB CORPORATION

LONG-TERM STOCK INCENTIVE PLAN 

FOR NON-EMPLOYEE DIRECTORS (2004)


STOCK
UNIT AGREEMENT


STOCK UNIT AGREEMENT, dated as of April 24, 2007, by
and between The Chubb Corporation (the “Corporation”) and                                                                       
(the “Participant”), pursuant to The Chubb Corporation Long-Term Stock
Incentive Plan for 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 Stock Units; and


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


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


1.             Grant of Stock
Units.  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                 
Stock Units (the “Award”).


2.             Restrictions on
Transfer.  Until settlement of the
Stock Units in accordance with Section 5 or 7, the Stock Units 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.


3.             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 provided for in Section 5 or 7, the
Participant shall have no rights as a shareholder.













4.             Dividend
Equivalents.  Without limiting the
generality of the foregoing, until settlement of the Stock Units in accordance
with Section 5 or 7, as soon as practicable after dividends are paid on the
Stock, the Participant shall be paid an amount in cash equal to the amount of
dividends paid on that number of shares of the Stock as is equal to the number
of the Participant’s Stock Units.


5.             Settlement of
Stock Units.  Subject to the
provisions of Section 7, the Corporation shall deliver to the Participant that
number of shares of Stock as is equal to the number of Stock Units covered by
the Award as soon as practicable after the third anniversary of the Grant Date,
but no later than the last day of the taxable year in which such third
anniversary falls.  Notwithstanding the
immediately preceding sentence, but subject to such terms and conditions as the
Committee may specify, if the Participant shall have filed an election with the
Corporation (and on a form acceptable to the Committee) not later than the
December 31 preceding the Grant Date, the shares of Stock deliverable in
respect of Stock Units shall be issued at such later time as shall be specified
in such election.


6.             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 such manner as the Committee may deem
equitable (in its sole discretion), adjust any or all of the number and kind of
units (or other property) 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
Stock Units subject to this Award shall always be a whole number.


7.             Termination of
Service as a Member of the Board. 
Except as otherwise expressly provided below, if the Participant’s
service as a member of the Board of Directors terminates for any reason, then
the Corporation shall deliver to the Participant (or, if applicable, the
Participant’s Designated Beneficiary or legal representative) that number of
shares of Stock as is equal to the number of Stock Units covered by the
Award.  Such delivery shall occur as soon
as practicable after the Participant’s service on the Board of Directors
terminates (but no later than the last day of the taxable year in which the
Participant’s service terminates, or 30 days thereafter, if later), or if
later, on the date specified in a deferral election form filed in accordance
with Section 5.  Notwithstanding anything
in this Agreement to the contrary, 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 Stock Units covered by the Award and such
Stock Units shall be immediately forfeited and cancelled without further action
by the Corporation or the Participant as of the date of such termination of
service.


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