EX-10.28








    Exhibit 10.28



 




    AMENDMENT
    NO. 2

    TO THE

    CHANGE IN CONTROL EMPLOYMENT AGREEMENT BETWEEN

    THE CHUBB CORPORATION & JOHN D. FINNEGAN



 



    Pursuant to resolutions adopted by the Board of Directors on
    September 4, 2008, the change in control employment
    agreement between The Chubb Corporation and John D. Finnegan,
    dated January 21, 2003, is hereby amended as follows:



 



    1. Effective January 1, 2009, the last sentence of
    Section 3(b)(2) is hereby amended to read as follows:



 



    “Each such Annual Bonus shall be paid between January 1 and
    March 31 of the year following the end of the fiscal year for
    which the Annual Bonus is awarded, unless the Executive shall
    elect to defer receipt of such Annual Bonus.”



 



    2. Effective January 1, 2009, the last two sentences
    of Section 3(b)(4)(B) are hereby replaced in their entirety
    by the following:



 



    “The Pension SERP benefit shall be payable at the same time
    and in the same manner as the Executive’s benefits under
    the Pension Excess Plan that are subject to Section 409A of
    the Code. Except as specifically provided in this Agreement, the
    other terms and conditions of the Pension SERP shall be governed
    by the terms of the Pension Excess Plan as if the benefits under
    the Pension SERP were paid from the Pension Excess Plan. For
    clarity, bonuses shall be included in the Executive’s SERP
    Compensation when earned rather than when paid and the
    Executive’s SERP Compensation shall include any amounts
    deferred when such amounts would otherwise be paid if not for
    such deferral.”



 



    3. Effective January 1, 2009, the following sentence
    is hereby added to the end of Section 3(b)(4)(C):



 



    “Notwithstanding the foregoing, (i) in the event the
    CCAP SERP lump sum benefit is payable due to a termination of
    employment other than due to death, such lump sum benefit shall
    be payable in full six months after Date of Termination and
    (ii) “Date of Termination” for purposes of this
    Section means a “separation from service” within the
    meaning of Section 409A of the Code.”



 



    4. Effective January 1, 2009, the following sentence
    is hereby added to the end of Section 3(b)(4)(D):



 



    “Notwithstanding the foregoing, (i) in the event the
    ESOP SERP lump sum benefit is payable due to a termination of
    employment other than due to death, such lump sum benefit shall
    be payable in full six months after Date of Termination and
    (ii) “Date of Termination” for purposes of this
    Section means a “separation from service” within the
    meaning of Section 409A of the Code.”



 



    5. Effective January 1, 2009, the first sentence in
    Section 3(b)(5) is hereby replaced by the following:



 



    “During the Employment Period, the Executive
    and/or the
    Executive’s family, as the case may be, shall be eligible
    for participation in and shall receive all benefits under
    welfare benefit plans, practices, policies and programs provided
    by the Company and the Affiliated Companies (including, without
    limitation, medical, prescription, dental, vision, disability,
    employee life, group life, accidental death and travel accident
    insurance plans and programs) to the extent applicable generally
    to other peer executives of the Company and the Affiliated
    Companies, but in no event shall such plans, practices, policies
    and programs provide the Executive with benefits that are less
    favorable, in the aggregate, than the most favorable of such
    plans, practices, policies and programs in effect for the
    Executive at any time during the
    12-month
    period immediately preceding the Effective Date or,













 






    if more favorable to the Executive, those provided generally at
    any time after the Effective Date to other peer executives of
    the Company and the Affiliated Companies, provided, that
    during the Employment Period, the Executive shall be entitled to
    receive death benefits under group life plans or supplemental
    plans (at the discretion of the Company, through either an
    insured arrangement with a third party, self-insured by the
    Company, or a combination of both) with a benefit of no less
    than five times the Executive’s current Annual Base
    Salary.”



 



    6. Effective January 1, 2009, Section 5(a)(1) is
    hereby amended to read as follows:



 



    “the Company shall pay to the Executive, in a lump sum in
    cash within 30 days (except as specifically provided in
    Section 5(a)(1)(A)(iii), 5(a)(1)(A)(iv), and 5(a)(1)(B))
    after the Date of Termination the aggregate of the following
    amounts:”



 



    7. Effective January 1, 2009, the following is hereby
    added to the end of Section 5(a)(1)(A)(iv):



 



    ‘(at the time the Annual Bonus would otherwise have been
    paid for the fiscal year in which the Date of Termination
    occurs)”



 



    8. Effective January 1, 2009, the following clause is
    hereby added to the end of Section 5(a)(1)(B):



 



    ”, and such amount shall be paid in a lump sum six
    months after the Executive’s “separation from
    service” within the meaning of Section 409A of the
    Code.”



 



    9. Effective January 1, 2009, Section 5(a)(4) is
    hereby amended to read as follows:



 



    “the Company shall, at its sole expense as incurred,
    provide the Executive with reasonable outplacement services the
    scope and provider of which shall be selected by the Executive
    in the Executive’s sole discretion, provided that
    the cost of such outplacement shall not exceed $100,000 and must
    be incurred and paid by the end of the second year following the
    year in which the Executive’s “separation from
    service” within the meaning of Section 409A of the
    Code occurs; and”



 



    10. Effective January 1, 2009, the following sentence
    is hereby added to the end of Sections 5(b), 5(c) and 5(d):



 



    “Notwithstanding the foregoing, any portion of the Accrued
    Obligations related to the Executive’s Annual Bonus shall
    be paid at the time such Annual Bonus would otherwise have been
    paid.”



 



    11. Effective January 1, 2009, the following sentence
    is hereby added to the end of Section 7:



 



    “Notwithstanding the foregoing, the direct payment of legal
    fees and expenses shall be made no later than the year following
    the year incurred, the amount paid in one year will not affect
    the right of payment in another year, this right is not subject
    to liquidation or exchange for another benefit, and it does not
    expire after a certain period.”



 



    12. Effective January 1, 2009, the following new
    Section 8(g) is hereby added:



 



    “Notwithstanding the foregoing, any
    Gross-Up
    Payment or Underpayment shall be made to the Executive no later
    than the end of the year following the year in which the related
    taxes are paid to the applicable taxing authority, and if a
    payment is triggered by the Executive’s “separation
    from service” within the meaning of Section 409A of
    the Code, payment shall be made no earlier than six months after
    the separation.



 



    Reimbursement of any fees and expenses related to the
    Gross-Up
    Payment shall be made no later than the end of the year
    following the year in which such fees and expenses are incurred,
    and if a payment is triggered by the Executive’s
    “separation from service” within the meaning of
    Section 409A of the Code, payment shall be made no earlier
    than six months after the separation. The amount of
    reimbursement provided in one year will not affect the amount
    eligible for reimbursement in another year, this right to
    reimbursement is not subject to liquidation or exchange for
    another benefit, and it does not expire after a certain
    period.”






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    13. Effective January 1, 2009, the following is added
    as Section 11(h):



 



    “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 Code.”



 



    14. All other provisions of the Plan shall remain unchanged
    and in full force and effect.



 



    IN WITNESS WHEREOF, the undersigned have caused this amendment
    to be duly executed as of the dates written below.



 


	 	 	 	 	 	 	 
	

    THE CHUBB CORPORATION


	
 
	
    JOHN D. FINNEGAN

	
 
	
 
	
 
	
 
	
 

	

    By:


	
 
	
    /s/  W.
    Andrew Macan

	
 
	
    /s/  John
    D. Finnegan


	
 
	
 
	
    

	
 
	
    


	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Date:


	
 
	
    12/18/08
	
 
	
    Date:
	
 
	
    12/18/08

	
 
	
 
	
    

	
 
	
 
	
 
	
    













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