EX-10.2








    Exhibit 10.2



 




    AMENDMENT
    NO. 1

    TO THE

    THE CHUBB CORPORATION

    ASSET MANAGERS INCENTIVE COMPENSATION PLAN (2005)



 



    Pursuant to resolutions adopted by the Board of Directors on
    December 4, 2008 and the authority reserved in
    Section 8(k) of The Chubb Corporation Asset Managers
    Incentive Compensation Plan (2005) (the “Plan”), the
    Plan is hereby amended as follows:



 



    1. Effective January 1, 2009, the following sentence
    shall be added at the end of the definition of Change in Control
    under Section 2:



 



    “Notwithstanding the foregoing, in connection with the
    payment of an amount subject to Section 409A of the
    Internal Revenue Code (“Section 409A”), none of
    the events described above shall constitute a Change in Control
    unless such event qualifies as a “change in control
    event” under Section 409A and Treasury
    Regulation Section 1.409A-3(i)(5).”



 



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



 



    ‘‘(a) Annual Award Payment. Except to the extent a
    Participant defers all or a portion of such payment (pursuant to
    Section 7(c)), Annual Awards shall be paid in cash between
    January 1 and March 31 of the year following the Annual Award
    Segment.”



 



    3. Effective December 31, 2008, Section 7(b)
    shall be revised to read as follows:



 



    ‘‘(b) Long-Term Award Payment. Except to the extent a
    Participant defers all or a portion of such payment (pursuant to
    Section 7(c)), vested Long-Term Awards shall be paid in
    cash as of the earlier of (1) the Participant’s
    Separation from Service, or (2) between January 1 and March
    31 of the fourth Plan Year beginning after the end of the
    Long-Term Award Segment.



 



    “Separation from Service” means a separation from
    service within the meaning of Section 409A 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 Internal Revenue Code of
    1986, as amended, or its successor (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).



 



    Notwithstanding the foregoing, any payment to a Key Employee due
    to a Separation from Service other than on account of death or
    disability (as defined in Section 409A) shall be delayed
    for six months following the Key Employee’s Separation from
    Service. “Key Employee” means an Eligible Employee 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 Eligible
    Employee 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).”













 






    4. Effective January 1, 2009, Sections 8(h)(iii)
    to 8(h)(vi) shall be revised to read as follows:



 



    ‘‘(iii) Except as otherwise determined by the OCC in
    its sole discretion, a Participant who experiences a Qualified
    Termination on or after the first day of the seventh month (but
    on or before the last day) of a Long-Term Award Segment shall
    receive (provided the OCC, pursuant to Section 6(b),
    determines that a Long-Term Award shall be paid for such
    Long-Term Award Segment) a prorated portion of his or her
    Long-Term Award. A Participant’s prorated Long-Term Award
    shall be determined by multiplying the amount of the Long-Term
    Award by a fraction, the numerator of which shall be the number
    of full calendar months from the start of the Long-Term Award
    Segment through the date of the Qualified Termination, and the
    denominator of which shall be 60.



 



    (iv) Except as otherwise determined by the OCC in its sole
    discretion, a Participant who experiences a Qualified
    Termination after a Long-Term Award Segment has ended but before
    such Long-Term Award has been paid shall be entitled to receive
    (provided the OCC, pursuant to Section 6(b), determines
    that a Long-Term Award should be paid for such Long-Term Award
    Segment) payment of such Long-Term Award.



 



    (v) Except as otherwise determined by the OCC in its sole
    discretion, a Participant whose employment is involuntarily
    terminated and whose position is classified as
    “outsourced” on the Corporation’s (or applicable
    participating employer’s) payroll records after a Long-Term
    Award Segment has ended but before the Long-Term Award has been
    paid shall be entitled to receive (provided the OCC, pursuant to
    Section 6(b), determines that a Long-Term Award should be
    paid for such Long-Term Award Segment) payment of such Long-Term
    Award.



 



    (vi) Except as otherwise determined by the OCC in its sole
    discretion, a Participant whose employment is involuntarily
    terminated for reasons other than for Cause after the beginning
    of the fourth plan year beginning after the end of the Long-Term
    Segment but prior to the Long-Term Award payment date (set forth
    in Section 7(b)) shall be entitled to receive (provided the
    OCC, pursuant to Section 6(b), determines that a Long-Term
    Award should be paid for such Long-Term Award Segment) payment
    of such Long-Term Award.”



 



    5. Effective January 1, 2009, the last sentence of
    Section 8(j) shall be revised to read as follows:



 



    “Payments made on account of a Change in Control shall be
    made in cash within 10 days after the Change in Control
    notwithstanding the normal payment provisions under the
    Plan.”



 



    6. Effective January 1, 2009, Section 8(m) shall
    be revised to read as follows:



 



    “If the Corporation undergoes a Change in Control pursuant
    to subsection (iv) of such definition, then the obligations
    created hereunder shall become obligations of the acquirer or
    successor entity.”



 



    7. Effective January 1, 2009, the following is added
    as Section 8(n):



 



    “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.”



 



    8. 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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