exv10w2






Exhibit 10.2



THE CHUBB CORPORATION

LONG-TERM INCENTIVE PLAN (2009)




DEFERRED STOCK UNIT AGREEMENT




     DEFERRED STOCK UNIT AGREEMENT, dated as of April 28, 2009, by and between The Chubb
Corporation (the “Corporation”) and • (the “Participant”), pursuant to The Chubb
Corporation Long-Term Incentive Plan (2009) (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 Deferred
Stock Units; and



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



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



     1. Grant of Deferred 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 2,481 Deferred Stock Units (the “Award”).



     2. Restrictions on Transfer. Until settlement of the Deferred Stock Units in
accordance with Section 5 or Section 7, the Deferred 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 Section 11(c) 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 accordance with Section 5 or 7,
the Participant shall have no rights as a shareholder.



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     4. Dividend Equivalents. Without limiting the generality of the foregoing, until
settlement of the Deferred 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 Deferred Stock Units. In any event, such payments shall be made by the March 15th
following the year in which the actual dividends are paid on shares of Stock.



     5. Settlement of Deferred Stock Units. The Corporation shall deliver to the
Participant that number of shares of Stock as is equal to the number of Deferred Stock Units
covered by the Award within 90 days after the earlier of (i) death, (ii)
Disability, or (iii) Separation from Service. 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
Deferred Stock Units shall be issued at such later time as shall be specified in such election.
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), the Participant shall forfeit any and all rights in respect of the Deferred
Stock Units covered by the Award and such Deferred 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.



     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 such manner as the Committee may deem
equitable (in its sole discretion), adjust any or all of the number and kind of units 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 Deferred Stock Units subject to this Award shall always be a whole number.



     7. Change in Control. Notwithstanding Section 5 of this Agreement, Section 9 of the
Plan shall apply in the event of a Change in Control.



     8. Acceleration. The Committee shall have the sole discretion to accelerate the
settlement of the Award, or a portion thereof, in an amount that is necessary to



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reflect payment of state, local, or foreign tax obligations arising from the Award, and any
related federal income tax withholding, before it has settled.



     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. 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).



     11. 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.



     12. 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.



     13. Amendment. The Committee may affirmatively act to amend, modify, or terminate
this Agreement at any time prior to payment in any manner not inconsistent with the terms of the
Plan. Any such action by the Committee shall be subject to the Participant’s consent if the
Committee determines that such action would have a materially adverse effect on the Participant’s
rights under such Award, whether in whole or in part. Notwithstanding the foregoing, the
Committee, in its sole discretion, may amend an Award if it determines such amendment is necessary
or advisable for the Corporation to comply with applicable law (including Section 409A of the
Code), regulation, rule, or accounting standard. As soon as is administratively practicable
following the date of any such amendment to this Agreement, the Corporation shall notify the
Participant of the amendment; provided, however, that failure to provide such notice shall not
invalidate or otherwise impair the enforceability of such amendment.



     14. 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.



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     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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