EX-10.8








    Exhibit 10.8



 




    AMENDMENT
    NO. 2

    TO THE

    THE CHUBB CORPORATION

    LONG-TERM STOCK INCENTIVE PLAN (2004)



 



    Pursuant to resolutions adopted by the Board of Directors on
    December 4, 2008 and the authority reserved in
    Section 10 of The Chubb Corporation Long-Term Stock
    Incentive Plan (2004) (the “Plan”), the Plan is hereby
    amended as follows:



 



    1. Effective January 1, 2009, a sentence shall be
    added at the end of Section 9(a)(iii) as follows:



 



    “Notwithstanding the foregoing, in connection with the
    payment of an amount subject to Section 409A, this
    provision will have no effect on the payment date of such
    amount.”



 



    2. Effective January 1, 2009, a sentence shall be
    added at the end of the definition of Disability under
    Section 2 as follows:



 



    “Notwithstanding the foregoing, in connection with the
    payment of an amount subject to Section 409A,
    “Disability” means a Participant (a) who is, by
    reason of any medically determinable physical or mental
    impairment which can be expected to result in death or can be
    expected to last for a continuous period of not less than twelve
    (12) months, receiving income replacement benefits for a
    period of not less than three (3) months under The Chubb
    Corporation Long-Term Disability Plan (or its successor) or
    (b) has been determined to be totally disabled by the
    Social Security Administration.”



 



    3. Effective January 1, 2009, the second sentence of
    Section 4(d) shall be revised to read as follows:



 



    “In addition, the Committee may, if deemed appropriate,
    make provision for cash payment to a Participant or a person who
    has an outstanding Award, provided that any payment exchanged
    for an Option or Stock Appreciation Right (on a per share basis)
    shall not exceed the difference between the Fair Market Value of
    the Stock on the date of payment and the exercise price for the
    Award.”



 



    4. Effective January 1, 2009, the first sentence of
    Section 5(f) shall be revised to read as follows:



 



    “(f) Payment of Awards. Payment Values of earned
    Performance Shares and the value of earned Performance Units
    shall be distributed to the Participant or, if the Participant
    has died, to the Participant’s Designated Beneficiary no
    later than March 15 of the year following the expiration of the
    Performance Cycle, provided that any amounts payable in respect
    of Performance Shares or Performance Units pursuant to
    Section 9(a)(ii) shall be distributed in accordance with
    Section 9(a)(iii).”



 



    5. Effective January 1, 2009, the first sentence of
    Section 6(c) shall be revised to read as follows:



 



    “(c) Dividend Equivalents. The Committee shall
    determine whether and to what extent dividends payable on Stock
    will be credited to the account of, or paid currently, to a
    Participant in respect of an Award of Restricted Stock Units,
    provided the payment of any dividends shall be made as soon as
    practicable after dividends are paid on the common stock (but in
    no event later than March 15 of the year following the end of
    the year in which the dividends are paid).”



 



    6. Effective January 1, 2009, Section 6(d) shall
    be revised to read as follows:



 



    “(d) Settlement of Restricted Stock and Restricted Stock
    Units. Within 90 days after the earlier of
    (1) death, (2) Disability, (3) Termination of
    Employment, or (4) the expiration of the Restriction
    Period, for any Restricted Stock Awards, the Corporation shall
    remove the restrictions applicable to the bookkeeping entry
    evidencing any vested Restricted Stock Awards, and shall, upon
    request, deliver the stock certificates evidencing such
    Restricted Stock Awards to the Participant or the
    Participant’s legal representative (or otherwise evidence
    the issuance of such shares free of any













 






    restrictions imposed under the Plan). Within 90 days after
    the earlier of (1) death, (2) Disability,
    (3) Termination of Employment, or (4) the expiration
    of the Restriction Period, for each vested Restricted Stock
    Unit, the Participant shall receive, in the Committee’s
    discretion, (i) the Fair Market Value of one share of Stock
    as of such payment date, (ii) one share of Stock or
    (iii) any combination of cash and shares of Stock. For
    purposes of this Section 6(d), a “Termination of
    Employment” means a separation from service within the
    meaning of Section 409A of the Code whereby the Participant
    and the Corporation (or such other member of the
    Corporation’s controlled group of entities, within the
    meaning of Section 414(c) of the Code, for whom the
    Participant provides services) reasonably anticipate that
    (1) no further services would be performed by the
    Participant for the Corporation or other members of its
    controlled group after a certain date, or (2) the level of
    bona fide services after such date would permanently decrease to
    no more than 49% of the average level of services performed in
    the prior
    36-month
    period (or, if less, the full period of service with the
    Corporation or its other members of its controlled group) for
    any reason other than death or Disability.



 



    Notwithstanding the foregoing, any settlement of a Restricted
    Stock Unit to a Key Employee due to a Termination of Employment
    shall be delayed for six months following the Key
    Employee’s Termination of Employment. “Key
    Employee” means a Participant who is a Key Employee as
    defined in Section 416(i) of the Code without regard to
    Section 416(i)(5) of the Code thereof as of the Key
    Employee Determination Date. The Key Employee Determination Date
    shall be December 31 of each calendar year. The determination
    that an Eligible Employee is a Key Employee as of the Key
    Employee Determination Date shall make such Participant a Key
    Employee for the
    12-month
    period commencing as of the April 1 next following the Key
    Employee Determination Date. For purposes of identifying a Key
    Employee by applying the requirements of
    Section 416(i)(1)(A)(i), (ii), and (iii) of the Code,
    the definition of compensation under Treasury Regulation
    § 1.415(c)-2(a) shall be used, applied without using
    any safe harbor provided in Treasury Regulation
    § 1.415(c)-2(d), without using any of the special
    timing rules provided in Treasury Regulation
    § 1.415(c)-2(e), and without using any of the special
    rules provided in Treasury Regulation § 1.415(c)-2(g)
    other than the rule set forth in Treasury Regulation
    § 1.415(c)-2(g)(2).”



 



    7. Effective January 1, 2009, Section 11(j) shall
    be revised to read as follows:



 



    “(j) Deferrals. The Committee may postpone the
    exercising of Awards, the issuance or delivery of Stock under,
    or the payment of cash in respect of, any Award or any action
    permitted under the Plan, upon such terms and conditions as the
    Committee may establish from time to time, provided such
    deferral is consistent with Section 409A of the Code and
    the Treasury Regulations promulgated thereunder. A Participant
    may electively defer receipt of the shares of Stock or cash
    otherwise payable in respect of any Award (other than amounts
    payable under an Option or a Stock Appreciation Right) under the
    terms of The Chubb Corporation Key Employee Deferred
    Compensation Plan (2005) or its successor.”



 



    8. Effective January 1, 2009, the second sentence of
    Section 9(a)(i) is revised to read as follows:



 



    “Additionally, unless the provisions of Section 9(b)
    apply, the Committee (as constituted prior the Change in
    Control) shall provide that in connection with the Change in
    Control (i) each Option and Stock Appreciation Right
    shall be cancelled in exchange for an amount (payable in
    accordance with Section 9(a)(iii)) equal to the excess, if
    any, of the Fair Market Value of a share of Stock on the date of
    the Change in Control over the exercise price for such Option or
    the base value applicable to such Stock Appreciation Right and
    (ii)  each share of Restricted Stock and each
    Restricted Stock Unit shall be cancelled in exchange for an
    amount (payable in accordance with Section 9(a)(iii)) equal
    to the Change in Control Price multiplied by the number of
    shares of Stock covered by such Award.”






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    9. Effective January 1, 2009, the following is added
    as Section 11(a):



 



    “This Plan shall be interpreted, operated, and administered
    in a manner so as not to subject Participants 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 Chubb Corporation has caused this
    amendment to be duly executed on this 10th day of December 2008.



 



    THE CHUBB CORPORATION



 


			
	 	    By: 
	
    /s/  W.
    Andrew Macan









    Name: W. Andrew Macan

    Title: Vice President and Secretary






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