Exhibit 10.12


THE CHUBB CORPORATION
LONG-TERM STOCK

INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS (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 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 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 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.”


3.             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.


4.             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).


5.             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.


6.             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:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Secretary

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Participant

  



 



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