EX-10.7








    Exhibit 10.7



 




    AMENDMENT

    TO THE

    THE CHUBB CORPORATION LONG-TERM STOCK INCENTIVE PLAN (2004)

    2005, 2006, 2007, AND 2008 OUTSTANDING

    RESTRICTED STOCK UNIT AGREEMENTS



 



    Pursuant to resolutions adopted by the Board of Directors on
    September 4, 2008 and the authority reserved in
    Section 11(i) of The Chubb Corporation Long-Term Stock
    Incentive Plan (2004) (the “Plan”), the 2005, 2006,
    2007, and 2008 outstanding Restricted Stock Unit Agreements
    under the Plan (the “Agreements”) are hereby amended
    as follows effective January 1, 2009:



 



    1. The following sentence is added to the end of
    Section 2(d) in each Agreement:



 



    “In any event, such payments shall be made by the
    March 15th following the year the actual dividends are
    paid on shares of Stock.”



 



    2. The final sentence of Section 4 of each 2006, 2007,
    and 2008 Agreement is deleted.



 



    3. Section 6 in each Agreement is amended in its
    entirety to read as follows:



 



    “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
    within 90 days after the earlier of (i) death,
    (ii) Disability, (iii) Termination of Employment, or
    (iv) the Vesting Date. For purposes of this Section, a
    “Termination of Employment” has the meaning provided
    in Section 6(d) of the Plan.



 



    Notwithstanding the foregoing, 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.



 



    Delivery of shares upon a Termination of Employment under this
    Section shall be subject to the six month delay rule in
    Section 6(d) of the Plan, if applicable.



 



    In accordance with terms and conditions established by the
    Committee, the Participant may be eligible to defer delivery of
    shares under the terms of the Corporation’s Key Employee
    Deferred Compensation Plan (2005).”



 



    4. Section 15 of each 2005 and 2006 Agreement is
    amended in its entirety to read as follows:



 



    “Amendment. Except as provided in the Plan, 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). The Committee may also amend
    the Agreement if it determines, in its sole discretion, an
    amendment is 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 to address Section 409A of
    the Code 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 (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 as to any successor or companion
    provisions thereto and any regulations promulgated
    thereunder.”



 



    5. All other provisions of the Agreements shall remain
    unchanged and in full force and effect.



 



    IN WITNESS WHEREOF, The Chubb Corporation has caused these
    presents to be duly executed on this 18th 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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