Exhibit 10.2


 


THE CHUBB CORPORATION LONG-TERM STOCK 

INCENTIVE PLAN (2004)


 


Performance Share Award Agreement


 


This PERFORMANCE SHARE AWARD AGREEMENT, dated as of                       ,
2006, is by and between The Chubb Corporation (the “Corporation”) and [               ]
(the “Participant”), pursuant to The Chubb Corporation Long-Term Stock
Incentive Plan (2004) (the “Plan”). 
Capitalized terms that are not defined herein shall have the same
meanings given to such terms in the Plan. 
If any provision of this Agreement conflicts with any provision of the
Plan (as either may be interpreted from time to time by the Committee), the
Plan shall control.


 


WHEREAS, pursuant to the
provisions of the Plan, the Committee has authorized the grant to the
Participant of Performance Shares in accordance with the terms and conditions
of this Agreement; and


 


WHEREAS, the Participant and the
Corporation desire to enter into this Agreement to evidence and confirm the
grant of such Performance Shares on the terms and conditions set forth herein.


 


NOW THEREFORE, the Participant
and the Corporation agree as follows:


 


1.             Grant
of Performance Shares.  Pursuant to
the provisions of the Plan, the Corporation on the date set forth above (the “Grant
Date”) has granted and hereby evidences the grant to the Participant,
subject to the terms and conditions set forth herein and in the Plan, of an
Award of
[               ]
Performance Shares (the “Award”).


 


2.             Payment
of Earned Performance Shares.


 


(a)           Settlement
of Performance Shares.  Subject to
the provisions of this Section 2, Section 4 and Section 5, the Payment Value of
each Performance Share covered by the Award which the Committee determines, in
writing, to be earned pursuant to Section 3 shall be paid by the Corporation on
a date (the “vesting date”) as soon as administratively practicable after (but
no later than 21⁄2 months after the calendar year end coincident with) the end of
the Performance Cycle described in Section 3(a).  Payments hereunder shall be made in cash,
shares of Stock, or a combination thereof, as determined by the Committee in
its sole discretion.  Notwithstanding the
aforementioned, the vesting date shall be the last day of the Performance Cycle
if (i) the Participant experiences a Qualifying Termination of Employment
on or after December 31, 2006 or (ii) the Committee determines, in its
discretion, pursuant to Section 4(b), that the Participant will not forfeit his
or her rights to Performance Shares upon his or her termination of employment
for other reasons; in either case, provided the Committee determines, in
writing, that Performance Shares are to be awarded hereunder.


 

















 


(b)           Voluntary
Deferral.  Notwithstanding the
provisions of Section 2(a), the Participant may elect, by election filed with
the Corporation under its Key Employee Deferred Compensation Plan (2005) (or
any successor plan or program) (the “Deferred Compensation Plan”), and on a
form acceptable to the Committee, not later than June 30, 2008 and subject to
such terms and conditions as the Committee may specify, to have any payment
that may become due in respect of Performance Shares covered by the Award
deferred until such later time as shall be specified in such election (or, if
applicable, the date determined pursuant to Section 2(c)).


 


(c)           Mandatory
Deferral of Payment of Earned Performance Shares.  Notwithstanding anything contained in Section
2(a) or 2(b) to the contrary (unless the payment date elected pursuant to
Section 2(b) is later than the payment date specified herein, in which case
Section 2(b) shall control), if the Corporation’s Ending Average Value is less
than the Corporation’s Beginning Average Value (as such terms are defined in
Section 3(c)), no settlement shall be made in respect of any Performance Shares
earned in accordance with Section 3 until the earlier of (i) the first date on
or before March 10, 2010 on which the average of the averages of the highest
and lowest sales prices of the Stock reported for consolidated trading of
issues listed on the New York Stock Exchange for the 15 trading days prior to
such date exceeds the Beginning Average Value and (ii) the first date on which
the Participant has both reached age 60 and terminated employment with the
Corporation and all other members of the Corporation’s controlled group of entities.  Once either of the conditions described in
the immediately preceding sentence has been satisfied, settlement shall occur
as soon as practicable thereafter (and in the case of condition (i), not later
than March 15, 2010) in cash, shares of Stock or a combination thereof, as
determined by the Committee in its sole discretion.  If the Participant experiences a Qualified
Termination of Employment on or after December 31, 2006, or if the Committee
determines, in its discretion pursuant to Section 4(b), that the Participant
will not forfeit his or her rights to Performance Shares upon his or her
termination of employment for other reasons, settlement shall not occur until
the first date on which the Participant has attained age 60 (or, in the case of
the Participant’s death, would have attained age 60).  If a Participant terminates employment after
reaching age 60, is a “specified employee” (as that term is defined in Section
409A(a)(2)(B)(i) of the Code) at the time he or she terminates employment, and
is scheduled to have his or her Performance Shares settled pursuant to
condition (ii), no settlement shall be made until at least six months after
such termination of employment, or the Participant’s death, if earlier.


 


3.             Vesting
Criteria Applicable to Performance Shares.


 


(a)           Performance
Cycle.  The Performance Cycle for
this Award shall commence on May 1, 2006, and shall end on December 31, 2008.


 


(b)           Performance
Goal.  The Performance Goal for the
Performance Cycle is the total return per share of Stock to the Corporation’s
shareholders, inclusive of dividends paid (regardless of whether paid in cash
or property, which dividends shall be deemed reinvested in Stock), during the
Performance Cycle in comparison to the total return per share of stock, inclusive
of dividends paid (regardless


 


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of whether paid in cash or property, which dividends
shall be deemed reinvested in stock), achieved by the companies (i) which
are in the Standard & Poors 500 Index (the “S&P 500”) on the
date the Performance Cycle begins and (ii) which continue to file public
reports pursuant to the Act for the entirety of the Performance Cycle (such
companies, the “Comparison Companies”). 
For the avoidance of doubt, a company included in the S&P 500 on the
date the Performance Cycle commences that is not included in the S&P 500 at
the conclusion of the Performance Cycle will be a Comparison Company as long as
it files public reports pursuant to the Act for the entire Performance Cycle
(and any company first included in the S&P 500 after the start of the
Performance Cycle would not be a Comparison Company).


 


(c)           Comparison
of Total Shareholder Return.  Except
as provided in Section 5, the Performance Shares covered by the Award shall be
deemed earned based on where the Corporation’s total shareholder return during
the Performance Cycle ranks in relation to the total shareholder returns of the
Comparison Companies during such period. 
For purposes of calculating the total shareholder return of the
Corporation and the Comparison Companies during the Performance Cycle, the
value of each such company’s stock at the beginning and end of the Performance
Cycle shall be established based on the average of the averages of the high and
low trading prices of the applicable stock on the principal exchange on which
the stock trades for the 15 trading days occurring immediately prior to the
beginning or end of the Performance Cycle, as the case may be.  Such averages for each such company
(including the Corporation) shall be referred to herein as the “Beginning
Average Value” and the “Ending Average Value.” As soon as practicable after the
completion of the Performance Cycle, the total shareholder returns of the
Comparison Companies will be calculated and ranked from highest to lowest.  The Corporation’s total shareholder return
will then be ranked in terms of which percentile it would have placed in among
the Comparison Companies.  In calculating
the total shareholder return with respect to either the Corporation or any of
the Comparison Companies, the Committee shall make or shall cause to be made
such appropriate adjustments to the calculation of total shareholder return for
such entity (including, without limitation, adjusting the Beginning Average Value)
as shall be necessary or appropriate to avoid an artificial increase or
decrease in such return as a result of a stock split (including a reverse stock
split), recapitalization or other similar event affecting the capital structure
of such entity that does not involve the issuance of the entity’s securities in
exchange for money, property or other consideration.


 


(d)           Percentage
of Performance Shares Earned.  The
extent to which Performance Shares shall become earned on the vesting date
described in Section 2(a) shall be determined according to the following
schedule:


 




	
  Relative

  Performance

  Level Percentile

  	
   

  	
  Percent of

  Performance

  Shares Earned

  	
   

  
	
  85th or
  higher

  	
   

  	
  200

  	
  %

  
	
  50th

  	
   

  	
  100

  	
  %

  
	
  25th

  	
   

  	
  50

  	
  %

  
	
  Under 25th

  	
   

  	
  0

  	
  %

  






 


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To the extent that the Corporation’s total shareholder
return ranks in a percentile between the 25th and the 50th percentile, or
between the 50th and the 85th percentile, of comparative performance, then the
number of Performance Shares earned on the vesting date shall be determined by
multiplying the relative percentile of comparative performance achieved by the
Corporation by two (e.g., if the Corporation’s total shareholder return would
have placed in the 40th percentile, then 80% of the Performance Shares covered
by the Award become earned on the vesting date; if the Corporation’s total
shareholder return would have placed in the 75th percentile, then 150% of the
Performance Shares covered by the Award become earned on the vesting date).


 


4.             Termination
of Employment.  Except as provided in
this Section 4 or in Section 5, the Participant shall not have any right to any
payment hereunder unless the Participant is employed by the Corporation or a
Subsidiary on the date the Performance Shares subject to this Award are settled
pursuant to Section 2(a) (or would have been settled without regard to any
other provision of Section 2).


 


(a)           Qualifying
Termination of Employment.  If the
Participant’s employment terminates by reason of a Qualifying Termination of
Employment on or after December 31, 2006, the Participant shall be entitled to
receive the same Payment Values (without pro-ration) in respect of the
Performance Shares covered by the Award as would have been payable, and at the
same time and subject to the same conditions, had his or her employment
continued until the end of the Performance Cycle.


 


(b)           Termination
for any Other Reason.  Unless
otherwise determined by the Committee, if the Participant’s employment is
terminated prior to the date on which the Performance Shares subject to this
Award are settled pursuant to Section 2(a) (or would have been settled without
regard to any other provision of Section 2) for any reason other than a
Qualifying Termination of Employment occurring on or after December 31, 2006,
all of the Participant’s rights to Performance Shares covered by the Award
shall be immediately forfeited and canceled without further action by the
Corporation or the Participant as of the date of such termination of employment.  Notwithstanding the preceding sentence, the
Participant’s Performance Shares shall be immediately forfeited and cancelled
without further action by the Corporation or the Participant upon the
Participant’s termination of employment for Cause. For purposes of the Award,
the term “Retirement” shall mean a termination of the Participant’s employment
other than for Cause at or after the Participant’s normal retirement age or
earliest retirement date, in each case as specified in the Corporation’s
Pension Plan.  Accordingly, all of the
Participant’s Performance Shares shall be forfeited and cancelled without
further action by the Corporation or the Participant as of the date a
Participant is terminated for Cause, whether prior to, on, or after the
Participant’s normal retirement age or earliest retirement date, in each case
as specified in the Corporation’s Pension Plan.


 


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(c)           Transfers
between the Corporation and Subsidiaries; Leaves, Other Absences and Suspension.
 Transfer from the Corporation to a
Subsidiary, from a Subsidiary to the Corporation, or from one Subsidiary to
another shall not be considered a termination of employment.  Any question regarding whether a Participant’s
employment has terminated in connection with a leave of absence or other
absence from active employment shall be determined by the Committee, in its
sole discretion, taking into account the provisions of applicable law and the
Corporation’s generally applicable employment policies and practices.  The Committee may also suspend the operation
of the termination of employment provisions of this Agreement for such period
and upon such terms and conditions as it may deem necessary or appropriate to
further the interests of the Corporation.


 


(d)           Termination
Pursuant to a Change in Control.  Notwithstanding
the provisions of Section 4(b), if the Participant’s employment is
involuntarily terminated other than for Cause or if the Participant terminates
employment due to death or Disability, in all such cases on or after the date
the Corporation’s shareholders approve a Change in Control pursuant to
subsections (iii) or (iv) of such definition but prior to the consummation of
such Change in Control, the Participant shall be treated as having continued
employment through, and terminated employment immediately after, such Change in
Control.


 


5.             Change
in Control.  Notwithstanding anything
in Section 2 or 3 to the contrary, in the event a Change in Control occurs,
Performance Shares covered by the Award not previously forfeited pursuant to
Section 4 shall be treated in accordance with Section 9 of the Plan, in which
case the Performance Shares covered by the Award shall become earned and
payable as provided in Sections 9(a)(ii) and 9(a)(iii) of the Plan or, if applicable,
be honored, assumed or substituted for in accordance with Section 9(b) of the
Plan.  Notwithstanding the foregoing, if
the Performance Shares shall become earned and payable as provided in Sections
9(a)(ii) and 9(a)(iii) of the Plan, but the accelerated payment of the
Performance Shares would subject the Participant to taxation under Section 409A
of the Code, then the payment due to the Participant shall not be made until
the earliest permissible payment date (including, but not limited to, the vesting
date) that would not subject the Participant to taxation under Section 409A of
the Code.


 


6.             Adjustment
in Capitalization.  In the event that
the Committee shall determine that any stock dividend, stock split, share
combination, extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination, exchange of shares,
warrants or rights offering to purchase Stock at a price substantially below
fair market value, or other similar corporate event affects the Stock such that
an adjustment is required in order to preserve, or to prevent the enlargement
of, the benefits or potential benefits intended to be made available under this
Award, then the Committee shall, in its sole discretion, and in such manner as
the Committee may deem equitable, adjust any or all of the number and kind of
Performance Shares subject to this Award and/or, if deemed appropriate, make
provision for a cash payment to the person holding this Award, provided,
however, that, unless the Committee determines otherwise, the number of
Performance Shares subject to this Award shall always be a whole number.


 


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7.             Restrictions
on Transfer.  Performance Shares may
not be sold, assigned, hypothecated, pledged or otherwise transferred or
encumbered in any manner except (i) by will or the laws of descent and
distribution or (ii) to a “Permitted Transferee”(as defined in Section
11(b) of the Plan) with the permission of, and subject to such conditions as may
be imposed by, the Committee.


 


8.             No
Rights as a Shareholder.  Until
shares of Stock are issued, if at all, in satisfaction of the Corporation’s
obligations under this Award, in the time and manner specified in Section 2 or
5, the Participant shall have no rights as a shareholder.


 


9.             Notice.
 Any notice given hereunder to the
Corporation shall be addressed to The Chubb Corporation, Attention Secretary,
15 Mountain View Road, P.O. Box 1615, Warren, New Jersey 07061-1615, and any
notice given hereunder to the Participant shall be addressed to the Participant
at the Participant’s address as shown on the records of the Corporation.


 


10.           Restrictive
Covenants.  As a condition to the
receipt of the Award made hereby, the Participant agrees to be bound by the terms
and conditions hereof and of the Plan, including the following restrictive
covenants:


 


(a)           Non-Disclosure.  The Participant shall not, without prior
written authorization from the Committee, disclose to anyone outside the
Corporation, or use (other than in the Corporation’s or any of the Subsidiaries’
business), any confidential information or material relating to the business of
the Corporation or any of the Subsidiaries that is acquired by the Participant
either during or after employment with the Corporation or any of the
Subsidiaries.


 


(b)           Non-Solicitation.  Unless the Participant has received prior
written authorization from the Committee, the Participant shall not during his
or her employment or service with the Corporation or any of the Subsidiaries
and for a period of one (1) year following any termination of such employment
or service relationship (the “Restricted Period”):


 


(i)            Directly
or indirectly, employ, solicit, persuade, encourage or induce any individual
employed by the Corporation or any of the Subsidiaries to become employed by or
associated with any person or entity other than the Corporation or any of the
Subsidiaries; or


 


(ii)           Directly
or indirectly, solicit business on behalf of a Competitive Business from any
Customer with whom the Participant has had, or employees reporting to the
Participant have had, personal contact or dealings with on behalf of the
Corporation or any of the Subsidiaries during the one (1) year period preceding
the Restricted Period.


 


(c)           Non-Competition.  Unless the Participant has received prior
written authorization from the Committee, the Participant shall not, whether
during his or her employment or service with the Corporation or any of the
Subsidiaries or during the


 


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Restricted Period, directly or indirectly compete with the business of
the Corporation or any of the Subsidiaries by becoming an officer, agent,
employee, consultant, partner or director of a Competitive Business, or
otherwise render services to or assist or hold an interest (except as a less
than one (1) percent shareholder of a public company) in any Competitive
Business.


 


“Customer” shall mean a person or entity to
which the Corporation or any of the Subsidiaries is at the time providing services.


 


“Competitive Business” shall mean any person or
entity (including any joint venture, partnership, firm, corporation or limited
liability company) that engages, directly or indirectly, in the property and
casualty insurance business, including, but not limited to, commercial
insurance, personal insurance, specialty insurance, surety, excess and surplus
lines and/or reinsurance, and/or any other business which is a significant
business of, the Corporation and the Subsidiaries as of the date of the Participant’s
termination of employment or service with the Corporation or any of the
Subsidiaries; provided however, that a business set forth above shall not be
considered a “Competitive Business” in the event that, as of the date of the
Participant’s termination of employment or service with the Corporation or any
of the Subsidiaries, such business is no longer a business of the Corporation
or any of the Subsidiaries.


 


(d)           Inventions.
 A Participant shall disclose promptly
and assign to the Corporation all right, title, and interest in any invention
or idea, patentable or not, made or conceived by the Participant during
employment by the Corporation or any of the Subsidiaries, relating in any
manner to the actual or anticipated business, research or development work of
the Corporation or any of the Subsidiaries and shall do anything reasonably
necessary to enable the Corporation or any of the Subsidiaries to secure a
patent, copyright or any other intellectual property rights where appropriate
in the United States and in foreign countries.


 


(e)           Relief
with Respect to Violations of Covenants.  Failure to comply with the provisions of this
Section 10 at any point before payment in respect of earned Performance Shares
covered by the Award is made pursuant to the provisions of Section 2 or 5 shall
cause all Performance Shares covered by the Award to be cancelled and rescinded
without any payment therefor.  For the
avoidance of doubt, following a failure to comply with this Section 10,
payments in respect of any portion of the Performance Shares covered by the
Award that have been deferred under the Deferred Compensation Plan in
accordance with Section 2 hereof shall be forfeited, and accordingly the
Participant shall have no further right to receive any such payment(s).  In the event that all or any portion of the
Performance Shares covered by this Award shall have been settled in accordance
with the terms of this Agreement within twelve (12) months of the date on which
any breach by the Participant of any of the provisions of this Section 10 shall
have first occurred, the Committee may require that the Participant repay (with
interest or appreciation (if any), as applicable, determined up to the date
payment is made), and the Participant shall promptly repay, to the Corporation
the value of any cash or property (including the Fair Market Value of any
Stock) conveyed to the Participant


 


7

















 


within such period in respect of such Performance
Shares.  Additionally, the Participant
agrees that the Corporation shall be entitled to an injunction, restraining
order or such other equitable relief restraining the Participant from
committing any violation of the covenants or obligations contained in this
Section 10.  These rescission rights and
injunctive remedies are cumulative and are in addition to any other rights and
remedies the Corporation may have at law or in equity.  The Participant acknowledges and agrees that
the covenants and obligations in this Section 10 relate to special, unique and
extraordinary matters and that a violation or threatened violation of any of
the terms of such covenants or obligations will cause the Corporation and the
Subsidiaries irreparable injury for which adequate remedies are not available
at law.


 


(f)            Reformation.
 The Participant agrees that the
provisions of this Section 10 are necessary and reasonable to protect the
Corporation in the conduct of its business. 
If any restriction contained in this Section 10 shall be deemed to be
invalid, illegal or unenforceable by reason of the extent, duration or
geographical scope hereof, or otherwise, then the court making such
determination shall have the right to reduce such extent, duration,
geographical scope or other provisions hereof, and in its reduced form such
restriction shall then be enforceable in the manner contemplated hereby.


 


11.           Withholding.
 The Corporation shall have the right to
deduct from all amounts paid to the Participant in cash in respect of
Performance Shares covered by the Award any amount of taxes required by law to
be withheld as may be necessary in the opinion of the Corporation to satisfy
tax withholding required under the laws of any country, state, province, city
or other jurisdiction.  In the case of
any payments of Performance Shares covered by the Award in the form of Stock,
at the Committee’s discretion, the Participant shall be required to either pay
to the Corporation the amount of any taxes required to be withheld with respect
to such Stock or, in lieu thereof, the Corporation shall have the right to
retain (or the Participant may be offered the opportunity to elect to tender)
the number of shares of Stock whose Fair Market Value equals such amount
required to be withheld.


 


12.           Committee
Discretion; Delegation.  Notwithstanding
anything contained in this Agreement to the contrary, the Committee may take
any action that is authorized under the terms of the Plan that is not contrary
to the express terms hereof, including permitting the Participant to receive
(upon such terms and conditions as the Committee shall determine) all or a
portion of the Performance Shares covered by the Award, up to the maximum
amount that would have been payable, despite the termination of the Participant’s
employment prior to the settlement date specified pursuant to Section 2(a).  Nothing in this Agreement shall limit or in
any way restrict the power of the Committee, consistent with the terms of the
Plan, to delegate any of the powers reserved to it hereunder to such person or
persons as it shall designate from time to time.


 


13.           No
Right to Continued Employment.  Neither
the execution and delivery hereof nor the granting of the Award shall constitute
or be evidence of any


 


8

















 


agreement or understanding, express or implied, on the
part of the Corporation or any of the Subsidiaries to employ or continue the
employment of the Participant for any period.


 


14.           Governing
Law.  The Award and the legal
relations between the parties shall be governed by and construed in accordance
with the laws of the State of New Jersey (without reference to the principles
of conflicts of law).


 


15.           Signature
in Counterpart.  This Agreement may
be signed in counterparts, each of which shall be an original, with the same
effect as if the signature thereto and hereto were upon the same instrument.


 


16.           Binding
Effect; Benefits.  This Agreement
shall be binding upon and inure to the benefit of the Corporation and the
Participant and their respective successors and permitted assigns.  Nothing in this Agreement, express or
implied, is intended or shall be construed to give any person other than the
Corporation or the Participant or their respective successors or assigns any
legal or equitable right, remedy or claim under or in respect of any agreement
or any provision contained herein.


 


17.           Amendment.
 This Agreement may not be altered,
modified or amended except by a written instrument signed by the Corporation
and the Participant.


 


18.           Sections
and Other Headings.  The section and
other headings contained in this Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this Agreement.


 


IN WITNESS WHEREOF, the
Corporation, by its duly authorized officer, and the Participant have executed
this Agreement in duplicate as of the day and year first above written.


 


	
   

  	
  THE
  CHUBB CORPORATION

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Participant

  



 


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