EX-10.23








    Exhibit 10.23



 




    AMENDMENT
    NO. 1

    TO THE

    THE CHUBB CORPORATION

    DEFERRED COMPENSATION PLAN FOR DIRECTORS



 



    Pursuant to resolutions adopted by the Board of Directors on
    September 4, 2008 and the authority reserved in
    Section 16 of The Chubb Corporation Deferred Compensation
    Plan for Directors (the “Plan”), the Plan is hereby
    amended as follows:



 



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



 



    “A Participant may elect to defer receipt of compensation
    either (a) until a specified year in the future or
    (b) until the Participant’s Separation from Service.
    If alternative (a) is elected, actual payment will be made
    or will commence within ninety days after the beginning of the
    year specified. If alternative (b) is elected, payment will
    be made or will commence within ninety days after Separation
    from Service. For this purpose, “Separation from
    Service” has the meaning provided under Section 409A
    of the Code.



 



    If a distribution is to be made upon the Separation from Service
    of a Key Employee, distribution may not be made before the date
    which is six months after the date of the Key Employee’s
    Separation from Service (or, if earlier, the date of death of
    the Key Employee). Any payments that would otherwise be made
    during this period of delay shall be paid in the seventh month
    following Separation from Service (or, if earlier, the month
    after the Key Employee’s death).



 



    “Key Employee” means an individual 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 individual is a Key Employee as of the Key
    Employee Determination Date shall make such individual 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).”



 



    2. Effective January 1, 2009, Section 8 shall be
    revised to read as follows:



 



    “In the event that a Participant dies or becomes totally
    and permanently disabled prior to receipt of any or all of the
    amounts payable to the Participant pursuant to the Plan, any
    amounts remaining in the Participant’s deferred
    compensation account shall be paid to his estate or personal
    representative in a lump sum within ninety (90) days
    following the Participant’s death or disability.



 



    Totally and permanently disabled means a Participant (1) is
    unable to engage in any substantial gainful activity 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 12 months or
    (2) determined to be totally disabled by the Social
    Security Administration.”



 



    3. Effective January 1, 2009, the final paragraph of
    Section 9 shall be deleted and the following paragraph
    shall be added at the end of Section 9:



 



    “A Participant may make one or more subsequent elections to
    change the time of distribution for deferred compensation, but
    such an election shall be effective only if the following
    conditions are satisfied: (1) the election may not take
    effect until at least twelve (12) months after the date on













 






    which such subsequent election is made; (2) the
    distribution may not be made earlier than at least five
    (5) years from the date the distribution would have
    otherwise been made; and (3) the election must be made at
    least twelve (12) months before the date the distribution
    is scheduled to be paid.”



 



    4. Effective January 1, 2009, the last two sentences
    of Section 11 shall be deleted.



 



    5. Effective January 1, 2009, the following is added
    as Section 17:



 



    “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.”



 



    6. 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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