Exhibit 10.8


THE CHUBB CORPORATION

LONG-TERM STOCK INCENTIVE PLAN (2004)


RESTRICTED STOCK UNIT
AGREEMENT


This RESTRICTED STOCK
UNIT AGREEMENT, dated as of                                    ,
is 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 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 Committee has authorized the grant
to the Participant of Restricted Stock Units in accordance with the terms and
conditions of this Agreement; and


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


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


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


2.             Vesting and Rights as a Shareholder.  It is understood and agreed that the grant of
the Award evidenced hereby is subject to the following conditions:


(a)           Restrictions on Transfer.  Until settlement of the Restricted Stock
Units in accordance with Section 6, the Restricted 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(b) of the Plan) with the
permission of, and subject to such conditions as may be imposed by, the
Committee.


(b)           Restriction Period.  The Restriction Period applicable to the
Restricted Stock Units covered by the Award shall begin on the date hereof and,
except as otherwise provided in Section 3 or 4, shall, subject to the
Participant’s continued employment from the Grant Date, lapse on the [third] anniversary of the Grant
Date (such date to be hereafter referred to as the “Vesting Date”).


(c)           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
in Section 6, the Participant shall have no rights as a shareholder.


(d)           Dividend Equivalents.  Without limiting the generality of the
foregoing, until settlement of the Restricted Stock Units in accordance with
Section 6, as soon as practicable after cash 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 Restricted Stock Units.


3.             Termination of Employment.


(a)           Qualifying Termination of
Employment.  If the Participant’s
employment terminates by reason of a Qualifying Termination of Employment
during the Restriction Period (i.e., before the Vesting Date), the Restriction
Period shall lapse as to (and there shall become vested and non-forfeitable)
that number of Restricted Stock Units equal to the product of (i) the number of
Restricted Stock Units covered by the Award and (ii) a fraction, the numerator
of which is the number of full calendar months during the Restriction Period
that the Participant was employed and the denominator of which is 36.  The remainder of the Restricted Stock Units
covered by the Award shall be forfeited and cancelled without further action by
the Corporation or the Participant as of the date of such termination of
employment.


(b)           Termination for any Other Reason.  If the Participant’s employment terminates
for any reason other than a Qualifying Termination of Employment during the
Restriction Period (i.e., before the Vesting Date), all of the Restricted Stock
Units covered by the Award shall be forfeited and cancelled without further
action by the Corporation or the Participant as of the date of such termination
of employment.  For purposes of the
Award, the term “Retirement” shall mean a termination of the Participant’s
employment other than for Cause at or after the Participant’s normal retirement
age or earliest retirement date, in each case as specified in the Corporation’s
Pension Plan.  Accordingly, all of the
Restricted Stock Units covered by the Award shall be forfeited and cancelled
without further action by the Corporation or the Participant as of the date a
Participant is terminated for Cause, whether prior to, on, or after the
Participant’s normal retirement age or earliest retirement date, in each case
as specified in the Corporation’s Pension Plan.


(c)           Transfers between the Corporation
and Subsidiaries; Leaves, Other Absences and Suspension.  Transfer from the Corporation to a
Subsidiary, from a Subsidiary to the Corporation, or from one Subsidiary to
another shall not be considered a termination of employment.  Any question regarding whether a Participant’s
employment has terminated in connection with a leave of absence or other
absence from active employment shall be determined by the Committee, in its
sole discretion, taking into account the provisions of applicable law and the
Corporation’s generally applicable employment policies and practices.  The Committee may also suspend the operation
of the termination of employment provisions of this Agreement for such period
and upon such terms and conditions as it may deem necessary or appropriate to
further the interests of the Corporation.



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(d)           Termination Pursuant to a Change
in Control.  Notwithstanding the
provisions of Section 3(b), if the Participant’s employment is involuntarily
terminated other than for Cause or if the Participant terminates employment due
to death or Disability, in all such cases on or after the date the Corporation’s
shareholders approve a Change in Control pursuant to subsections (iii) or (iv)
of such definition but prior to the consummation of such Change in Control, the
Participant shall be treated as having continued employment through, and
terminated employment immediately after, such Change in Control.


4.             Change in Control.  Notwithstanding anything in Section 6 to the
contrary, in the event a Change in Control occurs, Restricted Stock Units
covered by the Award not previously forfeited pursuant to Section 3 shall be
treated as provided for in Section 9 of the Plan, in which case the Restricted
Stock Units covered by the Award shall become payable as provided in Sections
9(a)(i) and 9(a)(iii) of the Plan or, if applicable, be honored, assumed or
substituted for in accordance with Section 9(b) of the Plan.  Notwithstanding the foregoing, if the
Restricted Stock Units shall become earned and payable as provided in Sections
9(a)(i) and 9(a)(iii) of the Plan, but the accelerated payment of the
Restricted Stock Units would subject the Participant to taxation under Section
409A of the Code, then the payment due to the Participant shall not be made
until the earliest permissible payment date (including, but not limited to, the
Vesting Date) that would not subject the Participant to taxation under Section
409A of the Code.


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 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 the number of Restricted Stock Units subject to this Award shall always be
a whole number.


6.             Settlement of Restricted Stock Units.  Subject to the provisions of Section 4 and
this Section 6, 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 Restricted Stock
Units covered by the Award that have become vested and nonforfeitable as soon
as administratively practicable after the earlier of (i) the Vesting Date or
(ii) a Qualifying Termination of Employment, but in no event later than 2 1⁄2
months after the end of the calendar year in which the event described in
clause (i) or (ii) occurred; provided, however, that if the Participant terminates employment by
reason of Retirement, the distribution of shares of Stock in respect of the
Participant’s Restricted Stock Units shall be delayed for six months from the
date of the Participant’s Retirement if the Participant is a “specified



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employee” (as that term is defined in Section
409A(a)(2)(B)(i) of the Code) if necessary to avoid the imposition of taxes to
the Participant under
Section 409A of the Code.  If the
Participant is (or is reasonably expected to be) a “covered employee” within
the meaning of Section 162(m) of the Code for the calendar year in which
delivery of Stock would ordinarily be made to the Participant, the Corporation
shall delay delivery to the Participant of that portion of the shares of Stock for
which the Corporation reasonably believes that Section 162(m) of the Code will
preclude the Corporation from taking a compensation expense deduction until the
Participant’s termination of employment with the Corporation and all members of
the controlled group of entities of which the Corporation is a member.  Such Stock shall be delivered to such
Participant or (if the Participant has elected payment in a form other than a
lump sum) commence to be delivered to such Participant as soon as
administratively practicable after the date which is six months after the date
of such termination of employment. 
Subject to the immediately preceding two sentences, the Participant may
by election filed with the Corporation under its Key Employee Deferred
Compensation Plan (2005) (or any successor plan or program) (the “Deferred
Compensation Plan”), and on a form acceptable to the Committee, not later than
December 31 of the calendar year before the calendar year of the Grant Date and
subject to such terms and conditions as the Committee may specify, elect to
have shares of Stock deliverable in respect of vested and nonforfeitable
Restricted Stock Units deferred until such later date(s) as shall be specified
in such election.  Any deferral election
made for such Restricted Stock Units after such December 31 shall be deemed
void and without force and effect.


7.             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.


8.             Restrictive Covenants. As a condition to the
receipt of the Award made hereby, the Participant agrees to be bound by the
terms and conditions hereof and of the Plan, including the following
restrictive covenants:


(a)           Non-Disclosure.  The Participant shall not, without prior
written authorization from the Corporation, disclose to anyone outside the
Corporation, or use (other than in the Corporation’s or any of the Subsidiaries’
business), any confidential information or material relating to the business of
the Corporation or any of the Subsidiaries that is acquired by the Participant
either during or after employment with the Corporation or any of the
Subsidiaries.


(b)           Non-Solicitation.  Unless the Participant has received prior
written authorization from the Committee, the Participant shall not during his
or her employment or service with the Corporation or any of the Subsidiaries
and for a period of one (1) year following any termination of such employment
or service relationship (the “Restricted Period”):



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(i)            Directly or indirectly, employ,
solicit, persuade, encourage or induce any individual employed by the
Corporation or any of the Subsidiaries to become employed by or associated with
any person or entity other than the Corporation or any of the Subsidiaries; or


(ii)           Directly or indirectly, solicit
business on behalf of a Competitive Business from any Customer with whom the
Participant has had, or employees reporting to the Participant have had,
personal contact or dealings with on behalf of the Corporation or any of the
Subsidiaries during the one (1) year period preceding the Restricted Period.


(c)           Non-Competition.  Unless the Participant has received prior
written authorization from the Committee, the Participant shall not, whether
during his or her employment or service with the Corporation or any of the
Subsidiaries or during the Restricted Period, directly or indirectly compete
with the business of the Corporation or any of the Subsidiaries by becoming an
officer, agent, employee, consultant, partner or director of a Competitive
Business, or otherwise render services to or assist or hold an interest (except
as a less than one (1) percent shareholder of a public company) in any
Competitive Business.  Notwithstanding
the foregoing, it shall not be a violation of this Section 8(c) for the
Participant to serve as a director for any entity which would otherwise be a
Competitive Business if the Participant was serving as a director for such
entity at the time of his or her termination of employment in compliance with
the Corporation’s Policy Statement on Conflict of Interest.


“Customer”
shall mean a person or entity to which the Corporation or any of the
Subsidiaries is at the time providing services.


“Competitive
Business” shall mean any person or entity (including any joint venture,
partnership, firm, corporation or limited liability company) that engages,
directly or indirectly, in the property and casualty insurance business,
including, but not limited to, commercial insurance, personal insurance,
specialty insurance, surety, excess and surplus lines and/or reinsurance,
and/or any other business which is a significant business of, the Corporation
and the Subsidiaries as of the date of the Participant’s termination of
employment or service with the Corporation or any of the Subsidiaries; provided
however, that a business set forth above shall not be considered a “Competitive
Business” in the event that, as of the date of the Participant’s termination of
employment or service with the Corporation or any of the Subsidiaries, such
business is no longer a business of the Corporation or any of the Subsidiaries.


(d)           Inventions.  A Participant shall disclose promptly and
assign to the Corporation all right, title, and interest in any invention or
idea, patentable or not, made or conceived by the Participant during employment
by the Corporation or any of the Subsidiaries, relating in any manner to the
actual or anticipated business, research or development work of the Corporation
or any of the Subsidiaries and shall do anything reasonably necessary to enable
the Corporation or any of the Subsidiaries to secure a patent, copyright or any
other intellectual property rights where appropriate in the United States and
in foreign countries.



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(e)           Relief
with Respect to Violations of Covenants. 
Failure to comply with the provisions of this Section 8 at any point
before the Restricted Stock Units covered by the Award are settled in
accordance with Section 6 of this Agreement shall cause such Restricted Stock
Units to be cancelled and rescinded without any payment therefor.  For the avoidance of doubt, following a
failure to comply with this Section 8, all shares of Stock in respect of any
portion of the Restricted Stock Units covered by the Award for which delivery
has been deferred under the Deferred Compensation Plan in accordance with Section
2 hereof shall be forfeited, and accordingly the Participant shall have no
further right to delivery or payment in respect of any such shares.  In the event that all or any portion of the
Restricted Stock Units covered by this Award shall have been settled in
accordance with the terms of this Agreement within twelve (12) months of the
date on which any breach by the Participant of any of the provisions of this
Section 8 shall have first occurred, the Committee may require that the
Participant repay (with appreciation (if any), determined up to the date
repayment is made), and the Participant shall promptly repay, to the
Corporation the Fair Market Value of any Stock conveyed to the Participant
within such period in respect of such Restricted Stock Units.  Additionally, the Participant agrees that the
Corporation shall be entitled to an injunction, restraining order or such other
equitable relief restraining the Participant from committing any violation of
the covenants or obligations contained in this Section 8.  These rescission rights and injunctive
remedies are cumulative and are in addition to any other rights and remedies
the Corporation may have at law or in equity. 
The Participant acknowledges and agrees that the covenants and
obligations in this Section 8 relate to special, unique and extraordinary
matters and that a violation or threatened violation of any of the terms of
such covenants or obligations will cause the Corporation and the Subsidiaries
irreparable injury for which adequate remedies are not available at law.


(f)            Reformation.  The Participant agrees that the provisions of
this Section 8 are necessary and reasonable to protect the Corporation in the
conduct of its business.  If any
restriction contained in this Section 8 shall be deemed to be invalid, illegal
or unenforceable by reason of the extent, duration or geographical scope
hereof, or otherwise, then the court making such determination shall have the
right to reduce such extent, duration, geographical scope or other provisions
hereof, and in its reduced form such restriction shall then be enforceable in
the manner contemplated hereby.


9.             Withholding. 
At the Committee’s discretion, the Participant shall be required to
either pay to the Corporation the amount of any taxes required by law to be
withheld as may be necessary in the opinion of the Corporation to satisfy tax
withholding required under the laws of any country, state, province, city or
other jurisdiction with respect to Stock deliverable hereunder or, in lieu
thereof, the Corporation shall have the right to retain (or the Participant may
be offered the opportunity to elect to tender) the number of shares of Stock
whose Fair Market Value equals such amount required to be withheld.


10.           Committee Discretion; Delegation.  Notwithstanding anything contained in this
Agreement to the contrary, the Committee, in its sole discretion and in
accordance with the terms of the Plan, may take any action that is authorized
under the terms of the Plan that is not contrary to the express terms hereof,
including accelerating



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the lapse of the
Restriction Period with respect to all or any portion of the Restricted Stock
Units covered by the Award, at such times (including, without limitation, upon
or in connection with the Participant’s termination of employment) and upon
such terms and conditions as the Committee shall determine.  Nothing in this Agreement shall limit or in
any way restrict the power of the Committee, consistent with the terms of the
Plan, to delegate any of the powers reserved to it hereunder to such person or
persons as it shall designate from time to time.


11.           No Right to Continued Employment.  Neither the execution and delivery hereof nor
the granting of the Award shall constitute or be evidence of any agreement or
understanding, express or implied, on the part of the Corporation or any of the
Subsidiaries to employ or continue the employment of the Participant for any
period.


12.           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).


13.           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.  This Agreement may be accepted by the
Participant by means of an electronic acceptance.


14.           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.


15.           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 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 15 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 15 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 15, Section 409A
of the Code refers to such Code section as well



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as to any successor or
companion provisions thereto and any regulations promulgated thereunder.


16.           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:

  	
   

  
	
   

  	
   

  	
  Chairman, President & Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Participant

  



 



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