Exhibit 10.6


 


THE CHUBB
CORPORATION

LONG-TERM STOCK INCENTIVE PLAN 

FOR NON-EMPLOYEE DIRECTORS (2004)


 


STOCK UNIT
AGREEMENT


 


STOCK
UNIT AGREEMENT, dated as of April 25, 2006, by and between The Chubb
Corporation (the “Corporation”) and [                       ]
(the “Participant”), pursuant to The Chubb Corporation Long-Term Stock
Incentive Plan for Non-Employee Directors (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 Participant has been granted Stock
Units; and


 


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


 


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


 


1.             Grant
of Stock Units. 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 [            ]
Stock Units (the “Award”).(1)


 


2.             Restrictions
on Transfer. Until settlement of the Stock Units in accordance with Section
5 or 7, the Stock Units 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


 






(1)     The
number of Stock Units shall be equal to the quotient of (i) $22,500 divided by
(ii) the average of the high and low trading prices of the Stock on the Grant
Date, rounded up to the nearest whole number.


 

















 


Section 11(a) of the Plan) with the permission of, and
subject to such conditions as may be imposed by, the Committee.


 


3.             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 provided for in Section 5 or 7, the Participant shall have no rights as
a shareholder.


 


4.             Dividend
Equivalents. Without limiting the generality of the foregoing, until
settlement of the Stock Units in accordance with Section 5 or 7, as soon as
practicable after dividends are paid on the Stock, the Participant shall be
paid an amount in cash equal to the amount of dividends paid on that number of
shares of the Stock as is equal to the number of the Participant’s Stock Units.


 


5.             Settlement
of Stock Units. Subject to the provisions of Section 7, the Corporation
shall deliver to the Participant that number of shares of Stock as is equal to
the number of Stock Units covered by the Award as soon as practicable after the
third anniversary of the Grant Date, but no later than the last day of the
taxable year in which such third anniversary falls. Notwithstanding the
immediately preceding sentence, but subject to such terms and conditions as the
Committee may specify, if the Participant shall have filed an election with the
Corporation (and on a form acceptable to the Committee) not later than the
December 31 preceding the Grant Date, the shares of Stock deliverable in
respect of Stock Units shall be issued at such later time as shall be specified
in such election.


 


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 units (or other property) 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 Stock Units subject to this
Award shall always be a whole number.


 

















 


7.             Termination
of Service as a Member of the Board. Except as otherwise expressly provided
below, if the Participant’s service as a member of the Board of Directors
terminates for any reason, then the Corporation shall deliver to the
Participant (or, if applicable, the Participant’s Designated Beneficiary or
legal representative) that number of shares of Stock as is equal to the number
of Stock Units covered by the Award. Such delivery shall occur as soon as
practicable after the Participant’s service on the Board of Directors
terminates (but no later than the last day of the taxable year in which the
Participant’s service terminates, or 30 days thereafter, if later), or if
later, on the date specified in a deferral election form filed in accordance
with Section 5. Notwithstanding anything in this Agreement to the contrary, if
the Participant’s service on the Board of Directors is terminated for cause, as
determined by the Committee (or if the Committee determines that the
Participant resigned from the Board of Directors in anticipation of being
removed for cause), then the Participant shall forfeit any and all rights in
respect of the Stock Units covered by the Award and such Stock Units shall be
immediately forfeited and cancelled without further action by the Corporation
or the Participant as of the date of such termination of service.


 


8.             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.


 


9.             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).


 


10.           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.


 


11.           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.


 

















 


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


 


13.           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: