Exhibit 10.11


 


THE CHUBB
CORPORATION

LONG-TERM STOCK INCENTIVE PLAN 

FOR NON-EMPLOYEE DIRECTORS (2004)


 


STOCK UNIT
AGREEMENT


 


STOCK
UNIT AGREEMENT, dated as of March 3, 2005, 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 Section 


 










(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.


 





















 


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: