EX-10.20








    Exhibit 10.20



 




    AMENDMENT
    NO. 2

    TO THE

    THE CHUBB CORPORATION

    KEY EMPLOYEE DEFERRED COMPENSATION PLAN (2005)



 



    Pursuant to resolutions adopted by the Board of Directors on
    September 4, 2008 and the authority reserved in
    Section 10.01 of The Chubb Corporation Key Employee
    Deferred Compensation Plan (2005) (the “Plan”), the
    Plan is hereby amended as follows:



 



    1. Effective January 1, 2009, the reference to
    “35 percent” in Exhibit A under “Change
    in Effective Control of the Company” is hereby amended to
    “30 percent” and a sentence is added at the end
    of Exhibit A as follows:



 



    “Notwithstanding anything in this Plan to the contrary,
    this definition shall be administered and interpreted in a
    manner that is consistent with the definition of “change in
    control event” under Section 409A of the Code and
    Treasury
    Regulation Section 1.409A-3(i)(5).”



 



    2. Effective January 1, 2009, Section 2.15 of the
    Plan is hereby amended to read in its entirety as follows:



 



    “Disability or Disabled —
    “Disability” or “Disabled” 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 2.23 of the Plan, “Investment Funds,” is
    deleted.



 



    4. Effective January 1, 2009, Section 2.24 of the
    Plan is hereby amended to read in its entirety as follows:



 



    “Key Employee — “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).”



 



    5. Effective January 1, 2009, Section 2.30 of the
    Plan is hereby amended to read in its entirety as follows:



 



    “Termination of Employment
    — “Termination of Employment” means a
    separation from service within the meaning of Section 409A
    of the Code whereby the Participant and the Company (or such
    other member of the Company’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 Company 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 Company
    or its other members of its controlled group) for any reason
    other than death or Disability.”



 



    6. Effective January 1, 2009,
    Section 4.01(a)(1)(D) is hereby amended to read in its
    entirety as follows:



 



    “Notwithstanding the foregoing, an Eligible Employee who
    first becomes eligible to participate in the Plan, may elect to
    participate, if the election is filed within thirty
    (30) days after the Participant becomes eligible to
    participate in the Plan; provided, the election relates to Cash
    Based Compensation or Stock Based Compensation for services to
    be performed subsequent to the election and is permissible under
    Section 409A of the Code.”



 



    7. Effective January 1, 2009, Section 4.01(a)(2)
    is deleted.



 



    8. Effective January 1, 2009, Sections 4.01(a)(4)
    and (5) are hereby amended to read in their entirety as
    follows:



 



    “A Participant who is not a Key Employee, may elect on an
    Election Form to receive payment of amounts deferred under the
    Form upon: (A) Termination of Employment, (B) death,
    (C) the date the Participant becomes Disabled, (D) a
    Change in Control Event,
    and/or
    (E) on March 31 of the year specified by the Participant
    which shall be no earlier than in the third Plan Year following
    the Plan Year in which such amounts are deferred. Payment will
    be made on the earliest to occur of the items elected by the
    Participant. Further, a Participant may elect on an Election
    Form to receive payment of amounts deferred under the Form in a
    lump sum or in up to fifteen (15) annual installments
    subject to the provisions of Section 8.02(b).



 



    A Participant who is a Key Employee may elect on an Election
    Form to receive payment of amounts deferred under the Form upon:
    (A) Termination of Employment, (B) death,
    and/or
    (C) on March 31 of the year specified by the Participant
    which shall be no earlier than in the third Plan Year following
    the Plan Year in which such amounts are deferred; subject to the
    restriction on payments to Key Employees in
    Section 8.06(c). Payment will be made on the earliest to
    occur of the items elected by the Participant. A Participant who
    is a Key Employee may elect on an Election Form to receive
    payment of amounts deferred under the Form in a lump sum or in
    up to fifteen (15) annual installments subject to the
    provisions of Section 8.02(b).”



 



    9. Effective January 1, 2009, Section 4.02(a)(2)
    is hereby amended to read in its entirety as follows:



 



    “In the case of the first year in which a Participant
    becomes eligible to participate in the Plan, the election to
    determine the timing and form of payment is made within thirty
    (30) days after the date the Participant becomes eligible
    to participate in the Plan and the Non-Elective Deferred
    Compensation relates to services to be performed subsequent to
    the election, to the extent permissible under Section 409A
    of the Code.”



 



    10. Effective January 1, 2009, Sections 4.02(b)
    and 4.02(c) are hereby amended to read in their entirety as
    follows:



 



    “(b) A Participant who is not a Key Employee may elect how
    his Non-Elective Deferred Compensation will be distributed as
    described in Section 4.01(a)(4).



 



    (c) A Participant who is a Key Employee may elect how his
    Non-Elective Deferred Compensation will be distributed as
    described in Section 4.01(a)(5).”



 



    11. Effective January 1, 2009, Section 8.06(c) is
    hereby amended to read in its entirety as follows:



 



    “Notwithstanding anything in the Plan to the contrary, and
    notwithstanding the election(s) made by any Participant on any
    Election Form(s) filed with the Committee, if a Participant has
    a






    2















 






    Termination of Employment prior to attaining age 55, he or
    she shall be paid in a lump sum all of such Participant’s
    Deferral Amounts on the first day of the seventh (7th) month
    following such Termination of Employment.



 



    If a Participant is a Key Employee and has a Termination of
    Employment on or after attaining age 55 that triggers a
    distribution, such distribution will be made (or begin in the
    case of installments) to such Key Employee on the first day of
    the seventh (7th) month following such Key Employee’s
    Termination of Employment.”



 



    12. Effective January 1, 2009, the second paragraph of
    Section 9 is hereby amended to read in its entirety as
    follows:



 



    “If a Participant fails to designate a Beneficiary as
    provided above, or if his or her beneficiary designation is
    revoked by divorce or otherwise without execution of a new
    designation, or if all designated Beneficiaries predecease the
    Participant, then the distribution of such benefits shall be
    made to the Participant’s estate. If the Participant’s
    designated Beneficiary survives the Participant but dies before
    receiving a complete distribution of the Participant’s
    account, the distribution of such benefits shall be made to the
    estate of such Beneficiary.”



 



    13. Effective January 1, 2009, the second sentence of
    Section 11.05 is hereby amended to read in its entirety as
    follows:



 



    “Designation as an Eligible Employee may be revoked at any
    time by the Company with respect to any compensation not yet
    elected to be deferred.”



 



    14. Effective January 1, 2009, the second sentence of
    Section 11.06 is hereby amended to read in its entirety as
    follows:



 



    “If a Participant refuses to cooperate, the Participant
    shall not be eligible to make any further deferral elections
    under the Plan.”



 



    15. Effective January 1, 2009, the following is added
    as Section 11.12:



 



    “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.”



 



    16. 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 December of 2008.



 



    THE CHUBB CORPORATION



 


			
	 	    By: 
	
    /s/  W.
    Andrew Macan









    Name: W. Andrew Macan

    Title: Vice President and Secretary






    3