EX-10.34








    Exhibit 10.34



 




    AMENDMENT
    NO. 2

    TO THE

    EMPLOYMENT AGREEMENT BETWEEN

    THE CHUBB CORPORATION & JOHN D. FINNEGAN



 



    Pursuant to resolutions adopted by the Board of Directors on
    September 4, 2008, the employment agreement between The
    Chubb Corporation and John D. Finnegan, dated January 21,
    2003, is hereby amended as follows:



 



    1. Effective January 1, 2009, the last two sentences
    of Section 3(b)(iii)B are hereby replaced in their entirety
    by the following:



 



    “The Pension SERP benefit shall be payable at the same time
    and in the same manner as the Executive’s benefits under
    the Pension Excess Plan that are subject to Section 409A of
    the Code. Except as specifically provided in this Agreement, the
    other terms and conditions of the Pension SERP shall be governed
    by the terms of the Pension Excess Plan as if the benefits under
    the Pension SERP were paid from the Pension Excess Plan. For
    clarity, bonuses shall be included in the Executive’s SERP
    Compensation when earned rather than when paid and the
    Executive’s SERP Compensation shall include any amounts
    deferred when such amounts would otherwise be paid if not for
    such deferral.”



 



    2. Effective January 1, 2009, the following sentence
    is hereby added to the end of Section 3(b)(iii)C:



 



    “Notwithstanding the foregoing, (i) in the event the
    CCAP SERP lump sum benefit is payable due to a termination of
    employment other than due to death, such lump sum benefit shall
    be payable in full six months after Date of Termination and
    (ii) “Date of Termination” for purposes of this
    Section means a “separation from service” within the
    meaning of Section 409A of the Code.”



 



    3. Effective January 1, 2009, the following sentence
    is hereby added to the end of Section 3(b)(iii)D:



 



    “Notwithstanding the foregoing, (i) in the event the
    ESOP SERP lump sum benefit is payable due to a termination of
    employment other than due to death, such lump sum benefit shall
    be payable in full six months after Date of Termination and
    (ii) “Date of Termination” for purposes of this
    Section means a “separation from service” within the
    meaning of Section 409A of the Code.”



 



    4. Effective January 1, 2009, the second sentence in
    Section 3(b)(ix) is hereby replaced by the following:



 



    “The fringe benefits and perquisites described in the
    preceding sentence shall include: appropriate use of Company
    aircraft (for business travel only unless otherwise approved by
    the Board or a committee thereof); long-term disability benefits
    as provided to other senior executives, but with an annual
    benefit of not less than 60% of the Executive’s current
    Annual Base Salary; for Executive’s automobile benefit, use
    of a Company-provided car and driver (for business use only and
    in lieu of any car stipend); club dues and membership (including
    initiation fees) at one country club; annual financial
    counseling as provided to other senior executives; and death
    benefits under group life plans or supplemental plans (at the
    discretion of the Company, through either an insured arrangement
    with a third party, self-insured by the Company, or a
    combination of both) with a benefit of no less than five times
    the Executive’s current Annual Base Salary.”



 



    5. Effective January 1, 2009, the following new
    Section 3(b)(xii)H is hereby added:



 



    “Notwithstanding the foregoing, any
    Gross-Up
    Payment or Underpayment shall be made to the Executive no later
    than the end of the year following the year in which the related
    taxes are paid to the applicable taxing authority, and if a
    payment is triggered by the Executive’s “separation
    from













 






    service” within the meaning of Section 409A of the
    Code, payment shall be made no earlier than six months after the
    separation.



 



    Reimbursement of any fees and expenses related to the
    Gross-Up
    Payment shall be made no later than the year following the year
    in which such fees and expenses are incurred, and if a payment
    is triggered by the Executive’s “separation from
    service” within the meaning of Section 409A of the
    Code, payment shall be made no earlier than six months after the
    separation. The amount of reimbursement provided in one year
    will not affect the amount eligible for reimbursement in another
    year, this right to reimbursement is not subject to liquidation
    or exchange for another benefit, and it does not expire after a
    certain period.”



 



    6. Effective January 1, 2009, Section 5(a)(i) is
    hereby amended to read as follows:



 



    “the Company shall pay to the Executive, in a lump sum in
    cash within 30 days (except as specifically provided in
    Section 5(a)(i)(A)(3), 5(a)(i)(A)(4), and 5(a)(i)(B)) after
    the Date of Termination the aggregate of the following
    amounts:”



 



    7. Effective January 1, 2009, the following clause is
    hereby added to the end of Section 5(a)(i)(B):



 



    “, and such amount shall be paid in a lump sum six
    months after the Executive’s “separation from
    service” within the meaning of Section 409A of the
    Code.”



 



    8. Effective January 1, 2009, the following sentence
    is hereby added before the last sentence of Section 7:



 



    “Notwithstanding the foregoing, the direct payment of such
    fees, costs, and expenses shall be made no later than the year
    following the year in which such amounts are incurred, the
    amount paid in one year will not affect the right of payment in
    another year, this right of payment is not subject to
    liquidation or exchange for another benefit, and it does not
    expire after a certain period.”



 



    9. Effective January 1, 2009, the following is added
    as Section 12(g):



 



    “This Agreement shall be interpreted, operated, and
    administered in a manner so as not to subject the Executive to
    the assessment of additional taxes or interest under
    Section 409A of the Code.”



 



    10. All other provisions of the Plan shall remain unchanged
    and in full force and effect.



 



    IN WITNESS WHEREOF, the undersigned have caused this amendment
    to be duly executed as of the dates written below.



 


	 	 	 	 	 	 	 
	

    THE CHUBB CORPORATION


	
 
	
    JOHN D. FINNEGAN

	
 
	
 
	
 
	
 
	
 

	

    By:


	
 
	
    /s/ W. Andrew Macan
	
 
	
    /s/ John D. Finnegan

	
 
	
 
	
    

	
 
	
    


	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Date:


	
 
	
    12/18/08
	
 
	
    Date:
	
 
	
    12/18/08

	
 
	
 
	
    

	
 
	
 
	
 
	
    













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