EX-10.12








    Exhibit 10.12



 




    AMENDMENT
    NO. 1

    TO THE

    THE CHUBB CORPORATION

    LONG-TERM STOCK INCENTIVE PLAN

    FOR NON-EMPLOYEE DIRECTORS (2004)



 



    Pursuant to resolutions adopted by the Board of Directors on
    December 4, 2008 and the authority reserved in
    Section 10 of The Chubb Corporation Long-Term Stock
    Incentive Plan for Non-Employee Directors (2004) (the
    “Plan”), the Plan is hereby amended as follows:



 



    1. Effective January 1, 2009, the following sentence
    shall be added at the end of the definition of Change in Control
    under Section 2(a):



 



    “Notwithstanding the foregoing, in connection with the
    payment of an amount subject to Section 409A, none of the
    events described above shall constitute a Change in Control
    unless such event qualifies as a “change in control
    event” under Section 409A of the Code and Treasury
    Regulation Section 1.409A-3(i)(5).”



 



    2. Effective January 1, 2009, a sentence shall be
    added to the end of Section 5(e) to read as follows:



 



    “Notwithstanding the foregoing, all payments under this
    Section shall be made by the March 15th following the
    year in which the substantial risk of forfeiture for the Award
    lapses, within the meaning of Section 409A of the
    Code.”



 



    3. Effective January 1, 2009, the first sentence of
    Section 6(b) shall be revised to read as follows:



 



    “(b) Dividend Equivalents. Dividends payable on
    Stock shall be credited to the account of, or paid currently, to
    a Participant in respect of a Stock Unit as soon as practicable
    after dividends are paid on the common stock (but in no event
    later than the March 15 following the end of the year in which
    the dividends are paid).”



 



    4. Effective January 1, 2009, the first sentence of
    Section 6(c) shall be revised to read as follows:



 



    “(c) Settlement of Stock Units. Unless an Eligible
    Director shall have otherwise elected pursuant to a deferral
    election made in accordance with such terms and conditions as
    the Committee shall establish, the value of all of the Eligible
    Director’s Stock Units shall be distributed to such
    Eligible Director (or his or her Designated Beneficiary) within
    90 days following the Eligible Director’s Separation
    from Service. For this purpose, Separation from Service has the
    meaning provided under Section 409A of the Code.”



 



    5. Effective January 1, 2009, the following shall be
    added to the end of Section 6(c):



 



    “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).”



 



    6. Effective January 1, 2009, Section 11(h) shall
    be revised to read as follows:



 



    “(h) Deferrals. The Committee may postpone the
    exercising of Awards, the issuance or delivery of Stock under,
    or the payment of cash in respect of, any Award or any action
    permitted under the Plan, upon such terms and conditions as the
    Committee may establish from time to time. A Participant may
    electively defer receipt of the shares of Stock or cash
    otherwise payable in respect of any Award (other than amounts
    payable under an Option or Stock Appreciation Right) to within
    90 days of either a specified date or the
    Participant’s Separation from Service in accordance with
    the terms established by the Committee. For this purpose,
    Separation from Service has the meaning provided under
    Section 409A of the Code. If a Participant makes an
    election to defer an Award or a portion thereof, such portion of
    the Award shall be paid in either a lump sum or a number of
    annual installments as specified by the Participant.



 



    Notwithstanding any deferral election made by a Participant, any
    amounts remaining of a deferred Award shall be distributed in a
    lump sum payment to the Participant or beneficiary within
    90 days following the date the Participant becomes Disabled
    or dies. “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. A Participant may designate his
    beneficiary in a writing delivered to the Committee prior to
    death in accordance with procedures established by the
    Committee. If a Participant has not properly designated a
    beneficiary or if no designated beneficiary is living on the
    date of distribution, such amount shall be distributed to the
    Participant’s estate.



 



    Notwithstanding any deferral election made by a Participant, in
    the event of a Change in Control, Awards shall be distributed in
    accordance with Section 9.



 



    (i) Timing of Deferral Elections.  To make
    a deferral election, a Participant shall file an irrevocable
    deferral form with the Committee before the beginning of the
    year in such Award would be granted. Notwithstanding the
    foregoing, (1) if the Committee determines that an Award
    qualifies as “performance-based compensation” under
    Section 409A of the Code, a Participant may elect to defer
    a portion of the Award by filing a deferral form at such later
    time up until the date six months before the end of the
    performance period as permitted by the Committee, and
    (2) in the first year in which a Participant becomes
    eligible to participate in the Plan, a deferral election may be
    made with respect to services to be performed subsequent to the
    election within 30 days after the date the Eligible
    Director becomes eligible to participate in the Plan to the
    extent permitted under Section 409A of the Code.



 



    (ii) Changes in Deferral Elections. A Participant
    may make one or more subsequent elections to change the time of
    distribution for a deferred Award, 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.”






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



 



    “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.”



 



    8. 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






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