EX-10.29








    Exhibit 10.29



 




    CHANGE IN
    CONTROL AGREEMENT



 



    This Change in Control Agreement (this “Agreement”),
    dated as of October 1, 2008, is made by and between The
    Chubb Corporation (the “Company”) and Richard G. Spiro
    (the “Executive”).



 



    WHEREAS, the Board of Directors of the Company (the “Board
    of Directors”) has determined that it is in the best
    interests of the Company and its shareholders to employ the
    Executive as the Company’s Executive Vice President and
    Chief Financial Officer; and



 



    WHEREAS, the Executive desires to enter into this Agreement to
    address the termination of the Executive following a Change in
    Control (as defined below) of the Company;



 



    NOW, THEREFORE, in consideration of the premises and mutual
    covenants contained herein and for other good and valuable
    consideration, the receipt of which is mutually acknowledged,
    the Company and the Executive (individually a “Party”
    and together the “Parties”) agree as follows:



 



    1. Change in Control. For purposes of this
    Agreement, a “Change in Control” means a Change in
    Control as defined under The Chubb Corporation Long-Term Stock
    Incentive Plan (2004), as amended, or any successor plan as in
    effect immediately prior to such event.



 



    2. Conditions to Severance Benefits. The
    benefits provided for in Section 5 shall be payable or
    accrue to the Executive if (a) a Change in Control has
    occurred and (b) the Executive’s employment with the
    Company has terminated within two years after the Change in
    Control, other than termination by reason of (i) the
    Executive’s death, (ii) the Executive’s
    retirement at normal retirement age (“Retirement”)
    under the Company’s pension plan as in effect immediately
    prior to the Change in Control, (iii) the Executive’s
    voluntary termination other than for Good Reason, (iv) the
    Executive’s termination for Disability (as defined in this
    Section 2) or (v) the Executive’s discharge
    for cause.



 



    Termination by the Executive of the Executive’s employment
    for “Good Reason” shall mean termination by the
    Executive of the Executive’s employment, subsequent to a
    Change in Control, because of:



 



    (A) The assignment to the Executive, without the
    Executive’s express written consent, of any duties
    inconsistent with the Executive’s positions, duties,
    responsibilities, authority and status with the Company and its
    principal subsidiaries immediately prior to such Change in
    Control, or a change in the Executive’s reporting
    responsibilities, titles or offices as in effect immediately
    prior to the Change in Control, or any removal of the Executive
    from or any failure to re-elect the Executive to any of such
    positions, except in connection with the termination of the
    Executive’s employment for Cause, Disability, Retirement,
    as a result of the Executive’s death or by the Executive
    other than for Good Reason;



 



    (B) A reduction by the Company in the Executive’s base
    salary as in effect at the time of such Change in Control;



 



    (C) A failure by the Company to continue (or to replace
    with equivalent plans) the incentive plans in which the
    Executive participated for the year immediately preceding such
    Change in Control which are in effect at the time of such Change
    in Control (the “Bonus Plans”) or a failure by the
    Company to continue the Executive as a participant in such Bonus
    Plans (or equivalent plans) on a basis which would entitle the
    Executive to receive under such Bonus Plans (or equivalent
    plans) amounts at least equal to the average amounts the
    Executive received pursuant to such Bonus Plans for the three
    years preceding such Change in Control;



 



    (D) The Company’s requiring the Executive to maintain
    the Executive’s principal office or conduct the
    Executive’s principal activities anywhere other than at the
    Company’s principal executive offices in the New York
    Metropolitan area, including Somerset County, New Jersey;













 






    (E) The failure by the Company to continue in effect (or to
    replace with equivalent plans) the Company’s retirement
    plans, life insurance plan, health and accident plan, financial
    services plan, hospital-medical plan, dental plan, or disability
    plan in which the Executive is participating or eligible to
    participate at the time of such Change in Control, or the taking
    of any action by the Company which would adversely affect the
    Executive’s participation in or materially reduce the
    Executive’s benefits under any such plans (or equivalent
    plans) or deprive the Executive of any material fringe benefit
    enjoyed or to be enjoyed by the Executive at the time of such
    Change in Control;



 



    (F) The failure by the Company to obtain the assumption of
    the agreement to perform this Agreement by any successor as
    contemplated in Section 7;



 



    (G) Any purported termination of the Executive’s
    employment which is not effected pursuant to a Notice of
    Termination (as defined in Section 7) satisfying the
    applicable requirements with respect to such Notice;



 



    (H) A determination made by the Executive in good faith,
    whether before or after the date the Executive is eligible for
    early retirement under the Company’s pension plan, that as
    a result of such Change in Control the Executive is not able to
    discharge the Executive’s duties effectively; or



 



    (I) Any termination of this Agreement pursuant to
    Section 6 prior to the expiration of two years from the
    occurrence of the Change in Control.



 



    Termination of the Executive’s employment for
    “Cause” shall mean termination because of (A) the
    willful and continued failure by the Executive substantially to
    perform the Executive’s duties with the Company and its
    principal subsidiaries (other than any such failure resulting
    from the Executive’s incapacity due to physical or mental
    illness), after a demand for substantial performance is
    delivered to the Executive by the Chief Executive Officer of the
    Company, which specifically identifies the manner in which such
    executive believes that the Executive has not substantially
    performed the Executive’s duties, or (B) the willful
    engaging by the Executive in misconduct which is materially
    injurious to the Company, monetarily or otherwise. For purposes
    of this paragraph, no act, or failure to act, on the
    Executive’s part shall be considered “willful”
    unless done, or omitted to be done, by the Executive not in good
    faith and without reasonable belief that the Executive’s
    action or omission was in or not opposed to the best interests
    of the Company. Notwithstanding the foregoing, the Executive
    shall not be deemed to have been terminated for Cause unless and
    until there shall have been delivered to the Executive a copy of
    a Notice of Termination from the Chief Executive Officer of the
    Company after reasonable notice to the Executive and an
    opportunity for the Executive, together with the
    Executive’s counsel, to be heard before the Board of
    Directors, and a finding that in the good faith opinion of the
    Board the Executive was guilty of conduct set forth above in
    clauses (A) or (B) of the first sentence of this
    paragraph and specifying the particulars thereof in detail.



 



    Termination of the Executive’s employment for disability
    shall mean termination in accordance with the provisions of the
    Company’s long term disability plan as in effect
    immediately preceding the Change in Control
    (“Disability”).



 



    3. Notice of Termination. Any purported
    termination of the Executive’s employment shall be
    communicated by written Notice of Termination to the other party
    hereto. For purposes of this Agreement, a “Notice of
    Termination” shall mean a notice which shall indicate the
    specific termination provision in this Agreement relied upon and
    shall set forth in reasonable detail the facts and circumstances
    claimed to provide a basis for termination of the
    Executive’s employment under the provision so indicated. No
    purported termination of the Executive’s employment by the
    Company shall be effective if it is not effected pursuant to a
    Notice of Termination satisfying the requirements of this
    Section 3.



 



    4. Date of Termination. “Date of
    Termination” shall mean (A) if the Executive’s
    employment is terminated for Disability, 30 days after
    Notice of Termination is given (provided that the Executive
    shall not have returned to the performance of the
    Executive’s duties on a full-time basis






    2















 






    during such
    30-day
    period) and (B) if the Executive’s employment is
    terminated for any other reason, the date on which a Notice of
    Termination is given.



 



    5. Severance Benefits. Subject to the
    conditions in Section 2, on termination of the
    Executive’s employment, the Executive shall be entitled to
    the following benefits:



 



    (A) The Executive shall be entitled to an amount (the
    “Severance Compensation”) equal to 2 times the sum of
    (i) one year’s salary at the annual rate in effect at
    the time of the Change in Control and (ii) the average for
    the three calendar years (or such lesser number of completed
    calendar years that the Executive was employed by the Company as
    of the Date of Termination) preceding such Change in Control of
    the Executive’s bonuses under the Annual Incentive
    Compensation Plan (2006) (or successor plan) (the “Average
    Bonus Amount”), provided, however, that (x) if the
    Date of Termination occurs prior to January 1, 2010, the
    Average Bonus Amount shall be deemed to be $1,420,000; and
    (y) the Executive’s Severance Compensation shall not
    be greater than the amount the Executive would have received as
    salary and such bonuses from the Company had the Executive
    remained in the employ of the Company from the Date of
    Termination until the Executive’s normal retirement date
    under the Company’s pension plan (on the assumption that
    the Executive’s salary would remain at the same annual rate
    as in effect at the time of the Change in Control and that the
    Executive’s annual bonuses would be the average of such
    bonuses for the three calendar years preceding such Change in
    Control). The Severance Compensation will be payable in full six
    months after the Executive’s separation from service,
    within the meaning of Section 409A of the Internal Revenue
    Code (“Separation from Service”).



 



    (B) The Company shall also pay to the Executive an amount
    equal to all legal fees and expenses incurred by the Executive
    as a result of such termination (including all such fees and
    expenses, if any, incurred in contesting or disputing any such
    termination or in seeking to obtain or enforce or retain any
    right or benefit provided by this Agreement). Reimbursement of
    legal fees and expenses must be made no earlier than six months
    after the Executive’s Separation from Service and no later
    than the end of the year following the year in which such fees
    and expenses are incurred. The amount of reimbursement provided
    in one year will not affect the amount eligible for
    reimbursement in another year. This right to reimbursement does
    not expire after a certain time period and is not subject to
    liquidation or exchange for another benefit;



 



    (C) The Company shall maintain in full force and effect,
    for the Executive’s continued benefit until the earlier of
    (a) two years after the Date of Termination or (b) the
    Executive’s commencement of full time employment with a new
    employer, all life insurance, hospital-medical, dental, health
    and accident, and disability plans in which the Executive was
    entitled to participate immediately prior to such Change in
    Control, provided that the Executive’s continued
    participation is possible under the general terms and provisions
    of such plans and programs. In the event that the
    Executive’s participation in any such plan or program is
    barred for any reason whatsoever, the Company shall arrange to
    provide the Executive with benefits substantially similar to
    those which the Executive is entitled to receive under such plan
    or program; and



 



    (D) The Executive shall not be required to mitigate the
    amount of any payment provided for in this Section 5 by
    seeking other employment or otherwise, nor shall the amount of
    any payment provided for in this Section 5 be reduced by any
    compensation earned by the Executive as the result of employment
    by another employer after the Date of Termination or otherwise.



 



    6. Term of Agreement. This Agreement shall have
    an initial term of two (2) years from the date hereof and
    shall be automatically extended at the expiration of said
    two-year period for successive two (2) year periods unless
    the Company gives the Executive one year’s prior written
    notice that it is terminating this Agreement at the expiration
    of the then current two year period.






    3















 






    7. Successors: Binding Agreement.



 



    (A) The Company will require any purchaser of all or
    substantially all of the business or assets of the Company, by
    agreement in form and substance satisfactory to the Executive to
    assume and agree to perform this Agreement in the same manner
    and to the same extent that the Company would be required to
    perform it if no such purchase had taken place. As used in this
    Agreement, “Company” shall mean the Company as
    hereinbefore defined and any successor to its business or assets
    as aforesaid which executes and delivers the agreement provided
    for in this Section 7 or which otherwise becomes bound by
    all the terms and provisions of this Agreement by operation of
    law.



 



    (B) This Agreement shall inure to the benefit of and be
    enforceable by the Executive’s personal or legal
    representatives, executors, administrators, successors, heirs,
    distributees, divisees and legatees. If the Executive should die
    while any amount would still be payable to the Executive
    hereunder if the Executive had continued to live, all such
    amounts, unless otherwise provided herein, shall be paid in
    accordance with the terms of this Agreement to the
    Executive’s devisee, legatee or other designee or, if there
    be no such designee, to the Executive’s estate.



 



    8. Notices. For the purposes of this Agreement,
    notices and all other communications provided for in this
    Agreement shall be in writing and shall be deemed to have been
    duly given when delivered or mailed by certified or registered
    mail, return receipt requested, postage prepaid, addressed to
    the respective addresses set forth on the signature page of this
    Agreement (as such address may be updated by the applicable
    party in writing), provided that all notices to the Company
    shall be directed to the attention of the Chief Executive
    Officer of the Company, with a copy to the Secretary of the
    Company, or to such other address as either party may have
    furnished to the other in writing in accordance herewith, except
    that notice of change of address shall be effective only upon
    receipt.



 



    9. Miscellaneous. No provisions of this
    Agreement may be modified, waived or discharged unless such
    waiver, modification or discharge is agreed to in writing signed
    by the Executive and such officer as may be specifically
    designated by the Board of Directors. No waiver by either party
    hereto at any time of any breach by the other party hereto of,
    or compliance with, any condition or provision of this Agreement
    to be performed by such other party shall be deemed a waiver of
    similar or dissimilar provisions or conditions at the same or at
    any prior or subsequent time. No agreements or representations,
    oral or otherwise, express or implied, with respect to the
    subject matter hereof have been made by either party which are
    not expressly set forth in this Agreement; provided, however,
    that this Agreement shall not supersede or in any way affect the
    rights, duties or obligations the Executive may have under any
    other written agreement with the Company. This Agreement shall
    be governed by, and construed in accordance with, the laws
    (other than principles of conflicts of laws) of the State of
    New Jersey.



 



    10. Validity. The invalidity or
    unenforceability of any provision of this Agreement in any
    respect shall not affect the validity or enforceability of such
    provision in any other respect or of any other provision of this
    Agreement, all of which shall remain in full force and effect.



 



    11. 409A Compliance. This Agreement shall be
    interpreted, operated, and administered in a manner so as not to
    subject the Executive to the assessment of additional taxes or
    interest under Section 409A of the Internal Revenue Code.






    4















 






    IN WITNESS WHEREOF, the Company and the Executive have executed
    this Agreement as of the date first above written.



 



    THE CHUBB CORPORATION




    15 MOUNTAIN VIEW ROAD



 



    WARREN, NJ 07059



 


			
	 	    By: 
	
    /s/  John
    D. Finnegan









    John D. Finnegan




    Chairman, President and Chief Executive Officer



 



    EXECUTIVE



 



        





    Richard G. Spiro



 


			
	 	    By: 
	
    /s/  Richard
    G. Spiro









    Richard G. Spiro






    5