Exhibit 10.9


 


The Chubb Corporation


Key
Employee Deferred Compensation Plan (2005)


 


                WHEREAS, The Chubb
Corporation (the “Company”) maintains The Chubb Corporation Executive Deferred
Compensation Plan (the “Former Plan”) pursuant to which key employees of the
Company and its subsidiaries were able to defer a portion of their compensation
otherwise payable to them;


                WHEREAS,
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),
which became effective January 1, 2005, provides new distribution,
election and funding restrictions for nonqualified deferred compensation;


                WHEREAS, the Company
wishes to continue to provide a program under which key employees may continue
to defer a portion of their compensation that meets the requirements of Section
409A of the Code;


                WHEREAS, in order to
continue providing a deferred compensation program for its key employees, the
Company desires to adopt The Chubb Corporation Key Employee Deferred
Compensation Plan (2005) (the “Plan”), as set forth herein, pursuant to which
certain key employees of the Company and its subsidiaries may defer a portion
of their compensation earned with respect to services performed after
December 31, 2004 (and to continue to defer compensation in which they
were not vested prior to 2005 but in which they become vested after 2004) under
a plan that meets the requirements of Section 409A of the Code; and


                WHEREAS, all
compensation deferred on or before December 31, 2004 by Plan participants
will continue to be deferred under the Former Plan and all deferrals made after
December 31, 2004 shall be made under this Plan;


                NOW THEREFORE,
the Plan is hereby established under the following terms and conditions:


1.                                      Statement of Purpose


                                                The purpose of The Chubb Corporation Key
Employee Deferred Compensation Plan (2005) (the “Plan”) is to aid the Company and its subsidiaries in attracting and
retaining key employees by providing a non-qualified compensation deferral
vehicle.


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2.             Definitions


2.01                           Beneficiary — “Beneficiary” means the person or
persons designated as such in accordance with Section 9.


2.02                           Board of Directors — “Board of Directors” means the Board
of Directors of The Chubb Corporation.


2.03                           Calendar Quarter — “Calendar Quarter” means any of the
four calendar quarters in a full calendar year (e.g., January, February and
March comprise the first calendar quarter).


2.04                           Cash Based Compensation — “Cash Based Compensation” means the
Participant’s Salary, any cash bonus(es) paid under a plan sponsored by the
Company that permits such amounts to be deferred, and any other amounts
designated as Cash Based Compensation by the Committee.


2.05                           Change in Control Event — “Change in Control Event” means a
change in the ownership or effective control of The Chubb Corporation or a
change in the ownership of a substantial portion of the assets of The Chubb
Corporation as defined in Exhibit A.


2.06                           Code — “Code” means the Internal Revenue Code
of 1986, as amended.


2.07                           Committee — “Committee” means the Organization
& Compensation Committee of the Board of Directors that will administer the
Plan pursuant to the provisions of Section 3.


2.08                           Company — “Company” means The Chubb Corporation
and, for such other purposes as determined by the Committee, shall include any
subsidiary of The Chubb Corporation.


2.09                           Company Stock — “Company Stock” means the common stock
of The Chubb Corporation.


2.10                           Company Stock Unit Account — “Company Stock Unit Account” means an
investment option providing for a return based on the hypothetical investment
of the Deferral Amount from Stock Based Compensation in whole or fractional
Units of Company Stock.


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2.11                           Cycle — “Cycle” means the twelve (12) month
period, beginning each January 1, in which Participants may defer a
portion of their Cash Based or Stock Based Compensation.


2.12                           Declining Balance Installments — “Declining Balance Installments” means
a series of annual payments such that each payment is determined by taking that
portion of the Participant’s Deferred Compensation Account as of the Valuation
Date immediately preceding the Distribution Date and dividing by the number of
years of distributions remaining.


2.13                           Deferral Amount  —
“Deferral Amount” means the total amount of Elective Deferred Compensation
and/or Non-Elective Deferred Compensation with respect to a Participant.


2.14                           Deferred Compensation Account — “Deferred Compensation Account” means
the account maintained on the books of account of the Company for a Participant
pursuant to Section 7.


2.15                           Disability or Disabled — “Disability” or “Disabled” means a
Participant who is, 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 twelve (12) months, receiving income
replacement benefits for a period of not less than three (3) months under The
Chubb Corporation Long-Term Disability Plan.


2.16                           Distribution Date — “Distribution Date” means the date on
which the Company makes distributions from the Participant’s Deferred
Compensation Account(s).


2.17                           Dividends — “Dividends” means an amount equal to the
number of Units in a Participant’s Deferred Compensation Account multiplied by
the amount of quarterly dividends payable to Company Stock shareholders for
each share of Company Stock.  The amount
of Dividends on a payment date for a quarterly dividend shall be determined
based on the number of Units in the Participant’s Deferred Compensation Account
as of the preceding Valuation Date.


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2.18                           Effective Date — “Effective Date” means the date on
which this Plan is effective, January 1, 2005.


2.19                           Election Form — “Election Form” means the form or
forms prescribed by the Committee from time to time and filed with the
Committee by the Participant in order to participate in the Plan.  The terms and conditions specified in the
Election Form(s) are incorporated by reference herein and form a part of the
Plan.


2.20                           Elective Deferred Compensation — “Elective Deferred Compensation” means
the total amount of Cash Based and/or Stock Based Compensation elected to be
deferred by an Eligible Employee on his/her Election Form, subject to
confirmation by the Company.


2.21                           Eligible Employee — “Eligible Employee” means any employee
of The Chubb Corporation, Federal Insurance Company, or one of the other of the
Company’s subsidiaries, who is a Vice President or higher assigned to pay band
6 or higher, or such other key employees of the Company or its subsidiaries as
may be designated by the Chief Executive Officer of The Chubb Corporation.


2.22                           Investment Allocation Change Form — “Investment Allocation Change Form”
means the form prescribed by the Committee from time to time and filed by the
Participant in order to request a change in the allocation of the Participant’s
Deferral Amounts amongst the Investment Funds. 
The terms and conditions specified in the Investment Allocation Change
Form are incorporated by reference herein and form a part of the Plan.


2.23                           Investment Funds — “Investment Funds” means those mutual
funds, investment indices or other funds or measures of performance identified
from time to time by the Committee and used to determine the return(s) on a
Participant’s Deferral Amount that is deemed invested (i.e., hypothetically
invested) in the Investment Funds pursuant to the Participant’s investment
request made pursuant to Section 7.03. 
The Investment Funds are listed and described in Appendix A.  The Investment Funds may be changed by the
Committee from time to time, in the sole discretion of the Committee.


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2.24                           Key Employee — “Key Employee” means a key employee as
defined in Section 416(i) of the Code, without regard to paragraph (5) thereof,
of a corporation any stock in which is publicly traded on an established
securities market or otherwise.


2.25                           Non-Elective Deferred
Compensation — “Non-Elective
Deferred Compensation” means the amount awarded, if any, to a Participant by
the Committee pursuant to Section 4.02.


2.26                           Participant — “Participant” means an Eligible
Employee participating in the Plan in accordance with the provisions of Section
4.


2.27                           Plan Year — “Plan Year” means the calendar year.


2.28                           Salary — “Salary” means the Participant’s annual
base salary.


2.29                           Stock Based Compensation — “Stock Based Compensation” means awards
made under any equity-based plan sponsored the Company that permits such
award(s) to be deferred.


2.30                           Termination of Employment — “Termination of Employment” means the
end of a Participant’s employment with the Company and other members of its
controlled group of entities (within the meaning of Section 414(c) of the Code)
for any reason other than death or Disability.


2.31                           Unforeseeable Emergency — “Unforeseeable Emergency” means a
severe financial hardship to a Participant (a) resulting from an illness or
accident of the Participant, the Participant’s spouse, or a dependent (as
defined in Section 152(a) of the Code) of the Participant, (b) loss of the
Participant’s property due to casualty, or (c) other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant.


2.32                           Unit — “Unit” means a unit credited to a
Participant’s Deferred Compensation Account and deemed invested in the Company
Stock Unit Account pursuant to Section 7. 
For valuation and distribution purposes, each Unit shall be equivalent
to one share of Company Stock.


2.33                           Valuation Date — “Valuation Date” means the date on
which the value of a Participant’s Deferred Compensation Account is determined
as provided 


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in Section 7.  Unless and until changed by the Committee,
the Valuation Dates within each Cycle shall be each day that trading occurs in
the Investment Funds in which the Deferral Amounts are hypothetically invested.


3.             Administration of the Plan


                                                3.01         Plan Administrator.  The Committee, subject to Section 3.02, will
administer the Plan.  The Committee shall
have the power to formulate rules and regulations for carrying out the
administration of the Plan including, but not limited to, regulations for
electronic transmission of forms.  The
Committee also has the power to make any and all determinations that may be necessary
or desirable for the effective administration of the Plan.  The Committee is authorized to engage such
accountants, consultants and other service providers necessary to assist in the
administration of the Plan.  Any decision
or interpretation of any provision of the Plan adopted by the Committee shall
be final and conclusive.


                                                3.02         Delegation of Duties. 
The Committee may delegate any or all of its duties as to the
administration of the Plan to other individuals or groups of individuals within
the Company, as it deems appropriate.


4.             Participation


                                                4.01         Elective Participation


                                                                a.             Any Eligible Employee may elect to
participate in the Plan for a given Cycle by filing a completed Election Form
for the Cycle with the Company.  With
regard to an election to participate:


1.             The Election Form must be filed as
follows:


A.                                   An election to defer Salary or any
non-performance-based bonus must be filed by December 31 of the year prior to
the year the services on which the Salary or the non-performance-based bonus is
based are performed and shall apply for that Plan Year only.


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B.                                     An election to defer any
performance-based compensation (within the meaning of Section 409A of the Code)
earned over a period of at least twelve (12) months (including
performance-based bonuses) must be filed no later than six (6) months before
the end of the service period to which the performance-based compensation
relates.


C.                                     An election to defer Stock Based
Compensation (that is not considered performance-based compensation within the
meaning of Section 409A of the Code) must be filed by December 31 of the year
prior to the year in which the grant is made.


D.                                    Notwithstanding the foregoing, an
Eligible Employee who first becomes eligible to participate in the Plan, may
elect to participate, if the election is filed within thirty (30) days after
the Participant becomes eligible to participate in the Plan; provided, the
election relates to Cash Based Compensation or Stock Based Compensation for
services to be performed subsequent to the election.


2.                                       The minimum deferral for a Cycle shall be
$5,000.


3.                                       The maximum deferral for a Cycle shall be
one hundred percent (100%) of a Participant’s Cash Based Compensation and Stock
Based Compensation; provided, however, that no election shall be effective to
reduce amounts paid by the Company to an Eligible Employee to an amount which
is less than the sum of the amount the Company is required to withhold for a
Cycle for purposes of federal, state or local taxes (including but not limited
to, income and FICA withholding) and the amount the Company is required to
withhold for contributions to any employee benefit plan (other than this Plan).


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4.                                       A Participant who is not a Key Employee,
may elect to receive payment of amounts deferred during a Cycle upon: (A)
Termination of Employment, (B) death, (C) the date the Participant becomes
Disabled, (D) a Change in Control Event, or (E) on March 31 of the year specified
by the Participant which shall be no earlier than in the third Plan Year
following the Plan Year in which such amounts are deferred.  Further, a Participant may elect to receive a
payment in a lump sum or in up to fifteen (15) annual installments subject to
the provisions of Section 8.02(b).


5.                                       A Participant who is a Key Employee may
elect to receive payment of amounts deferred during a Cycle upon: (A)
Termination of Employment, (B) death, or (C) on March 31 of the year specified
by the Participant (or death, if earlier) which shall be no earlier than in the
third Plan Year following the Plan Year in which such amounts are deferred;
subject to the restriction on payments to Key Employees in Section
8.06(c).  A Participant who is a Key
Employee may elect to receive a payment in a lump sum or in up to fifteen (15)
annual installments subject to the provisions of Section 8.02(b).


                                                                b.                                      A Participant’s election to defer future
Cash Based and/or Stock Based Compensation is irrevocable upon the filing of
his/her Election Form with the Company pursuant to Section 4.01(a)(1);
provided, however, that an election to defer Salary for a future Plan Year may
be terminated by December 31 of the Plan Year preceding the Plan Year to which
such termination relates by mutual agreement in writing between the Participant
and the Committee.


                                                4.02         Non-Elective Participation.


a.                                       The Committee may, in its sole
discretion, award to an Eligible Employee Non-Elective Deferred
Compensation.  Unless otherwise specified
by the Committee, the Participant shall determine the 


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timing and form of payment of any Non-Elective
Deferred Compensation, provided:


1.                                       The
election to determine the timing and form of payment is made by December 31 of
the year before the year the services to which the Non-Elective Deferred
Compensation relates are performed.


2.                                       In the case of the first year in which a
Participant becomes eligible to participate in the Plan, the election to
determine the timing and form of payment is made within thirty (30) days after
the date the Participant becomes eligible to participate in the Plan and the
Non-Elective Deferred Compensation relates to services to be performed
subsequent to the election; or


3.                                       In
the case of any Non-Elective Deferred Compensation that is performance-based
compensation (within the meaning of Section 409A of the Code) earned over a
period of at least twelve (12) months that relates to individual or Company
performance, the election is made no later than six (6) months before the end
of the service period to which such performance-based compensation relates.


b.                                      A Participant
who is not a Key Employee, may elect to receive payment of amounts of
Non-Elective Deferred Compensation awarded during a Plan Year upon: (A)
Termination of Employment, (B) death, (C) the date the Participant becomes
Disabled, (D) a Change in Control Event, or (E) on March 31 of the year
specified by the Participant which shall be no earlier than in the third Plan
Year following the Plan Year in which such amounts are awarded.  Further, a Participant may elect to receive a
payment in a lump sum or in up to fifteen (15) annual installments subject to
the provisions of Section 8.02(b).


c.                                       A Participant
who is a Key Employee may elect to receive payment of amounts of Non-Elective
Deferred Compensation awarded during a Plan Year upon: (A) Termination of
Employment, (B) 


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death, or (C) on March 31 of
the year specified by the Participant which shall be no earlier than in the
third Plan Year following the Plan Year in which such amounts are deferred;
subject to the restriction on payments to Key Employees in Section
8.06(c).  A Participant who is a Key
Employee may elect to receive a payment in a lump sum or in up to fifteen (15)
annual installments subject to the provisions of Section 8.02(b).


5.           Deferrals Subject to Section 409A of
the Internal Revenue Code


The Plan is intended to comply with the
provisions of Section 409A of the Code and the Deferral Amounts hereunder are
subject to the terms and conditions of such Section.  To the extent deferrals made under the Former
Plan (as defined in the preamble) are (or become) subject to the provisions of
Section 409A of the Code, such deferrals shall hereinafter be considered to be
made under this Plan and shall be subject to all the terms and conditions
hereunder.  The Committee may, with the
Participant’s consent, adjust or modify a Participant’s elections to conform to
the provisions of Section 409A of the Code.


6.           Vesting of Deferred Compensation
Account


A Participant’s interest
in his/her Deferred Compensation Account shall vest immediately.


7.                                      Accounts and Valuations


                                                7.01         Deferred Compensation Accounts.  The Committee shall establish and maintain a
separate Deferred Compensation Account for each Participant for each Cycle.


7.02                      Crediting of Deferral Amounts. 
Deferral Amounts from Elective Deferred Compensation will be credited to
a Participant’s Deferred Compensation Account on the first day of the month
following the time at which the amount would otherwise have been paid or
delivered to the Participant.  Any
Non-Elective Deferred Compensation awarded to a Participant shall be credited
to the Participant’s Deferred Compensation Account on the date awarded unless
otherwise specified by the Committee.


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7.03                      Allocation of Deferral Amounts to
Investment Options.   A Participant’s Elective Deferred
Compensation that is derived from Cash Based Compensation and Non-Elective
Deferred Compensation awarded to a Participant, if any, may be deemed to be
invested in the Investment Funds in accordance with the Participant’s request
on his or her Investment Allocation Change Form.  Amounts deferred from Stock Based Compensation
shall be deemed to be invested in the Company Stock Unit Account.


7.04                      Crediting of Investment
Return in the Investment Funds.  That portion
of the Participant’s Deferral Amounts that is deemed invested in the Investment
Funds shall be credited on each Valuation Date with an investment return, from
the time the Deferral Amounts are credited to the Participant’s Deferred
Compensation Account, based on the investment return (gain or loss) of the
Investment Funds in which the Deferral Amount is deemed to be hypothetically
invested.


7.05                      Change of Allocation in
Investment Funds by a Participant.  A Participant
may request different investment allocations for each Cycle, and may request to
change a Cycle’s investment allocation once each day that trading occurs in the
Investment Funds in which the Deferral Amounts are hypothetically
invested.  Any change will be effective
as of the date the Investment Allocation Change Form is filed at the closing
price of the Investment Funds, if it is filed before the close of trading on
the New York Stock Exchange.  If such
Investment Allocation Change Form is filed after the close of trading on the
New York Stock Exchange, it will be effective as of the next day that trading
occurs on the New York Stock Exchange at the closing price on that date.


7.06                      Change of Investment Funds by
Committee.  The Committee will determine and may change
the Investment Funds from time to time. 
In the event of any such change, all Participants shall be given notice
of the change at least thirty (30) days before the change is to be
effective.  In addition, each Participant
shall be given the opportunity to change his or her allocation of Investment
Funds for his or her Deferred Compensation Account as of the effective date for
the change; this change shall be in addition to any change permitted under
Section 7.05.  The Committee’s decision
to change the Investment Funds shall not in any manner alter the 


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returns on the
Participant’s Deferred Compensation Accounts prior to the effective date of the
change.


7.07                           Valuation of the Company Stock
Unit Account.  That portion of the Participant’s Deferral
Amount that is deemed invested in the Company Stock Unit Account shall be
valued based upon the value of Company Stock. 
All amounts that are deemed invested in the Company Stock Unit Account
shall be credited in Units or fractional Units with each Unit having a value
equivalent to one share of Company Stock. 
The number of such credited Units on the date any Deferral Amount is
credited pursuant to Section 7.02 shall be determined based on the closing
price of one share of Company Stock as of the close of business on the New York
Stock Exchange Composite Listing on the date the Deferral Amount is credited.  Dividends shall be reflected by the crediting
of additional Units or fractional Units equal to the value of the Dividends and
based upon the closing price of one share of Company Stock as of the close of
business on the New York Stock Exchange Composite Listing on the payment date
for each dividend payable to Company Stock shareholders.  The value of the Participant’s Deferral
Amounts that are deemed invested in the Company Stock Unit Account shall be
determined by multiplying the number of Units by the value of the closing price
of one share of Company Stock on the New York Stock Exchange Composite Listing
on the applicable Valuation Date.  In the
event the New York Stock Exchange Composite Listing is closed on the payment
date on which any dividends are paid on Company Stock or on any applicable
Valuation Date, the Units and their related value shall be determined based
upon the closing price of one share of Company Stock on the New York Stock
Exchange Composite Listing on the last business day immediately preceding such
date.


7.08                           Changes in
Capitalization.  If there is any change in the number or class
of shares of Company Stock through the declaration of a stock dividend or other
extraordinary dividends or recapitalization resulting in stock splits, or
combinations or exchanges of such shares or in the event of similar corporate
transactions, the Units credited to a Participant’s Deferred Compensation
Account shall be equitably adjusted to reflect any such 


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change in the number or
class of issued shares of Company Stock or to reflect such similar corporate
transaction.


7.09                           Nature of Account
Entries.  The establishment and maintenance of
Participants’ Deferred Compensation Accounts and the crediting of gains and
losses pursuant to this Section 7, shall be merely bookkeeping entries and
shall not be construed as giving any person any interest in any specific assets
of the Company or of any subsidiary of the Company or any trust created by the
Company, including any mutual funds, Company Stock or other investment funds
owned by the Company or any such subsidiary or trust.  The hypothetical investment of the
Participants’ Deferred Compensation Accounts in the Investment Funds and/or in
the Company Stock Unit Account shall be for bookkeeping purposes only, and
shall not require the establishment of actual corresponding funds by the
Committee or the Company.  Benefits
accrued under this Plan shall constitute an unsecured general obligation of the
Company.


8.             Benefits


8.01                           Payment of Benefits


a.                                       All Deferral Amounts payable to a
Participant that are deemed invested in the Investment Funds shall be paid in
cash.


b.                                      All Deferral Amounts payable to a
Participant that are deemed invested in the Company Stock Unit Account shall be
paid in Company Stock with one share distributed for each Unit credited
pursuant to Section 7.07.  All fractional
Units shall be payable in cash.


8.02                           Normal Benefit


a.                                       A Participant’s Deferred Compensation
Account shall be paid to the Participant in accordance with the terms of the
Participant’s Election Form, subject to the terms and conditions set forth in
the Plan, except as follows:


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1.                                 Upon receipt of a domestic relations
order as described in Section 414(p)(1)(B) of the Code, payment will be made in
accordance with the domestic relations order.


2.                                 If, on the date a Participant has a
Termination of Employment, the value of the Participant’s Deferred Compensation
Accounts for all Cycles does not exceed $10,000, then, notwithstanding the
elections made by such Participant on the Election Form(s) filed with the
Committee, all of the Participant’s Deferral Amounts shall be paid in a lump
sum at the time provided in Section 8.06 for a Termination of Employment.


b.                                      If a Participant elects to receive
payment of that portion of his or her Deferred Compensation Account in annual
installments, subject to a maximum of fifteen (15) installments, payments shall
be made in Declining Balance Installments.


                                                8.03         Unforeseeable Emergency. 
In the event that the Committee, upon written petition of the
Participant, determines in its sole discretion that the Participant has
suffered an Unforeseeable Emergency, the Company shall pay to the Participant,
as soon as is practicable following such determination, an amount necessary to
satisfy the Unforeseeable Emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution.  In making a decision regarding whether a
request meets the definition of an Unforeseeable Emergency, the Committee shall
take into account the extent to which the hardship is or may be relieved
through reimbursement by insurance or by liquidation of the Participant’s
assets, to the extent the liquidation of such assets would not itself cause
severe financial hardship.  The Deferred
Compensation Account of the Participant thereafter shall be reduced to reflect
the Unforeseeable Emergency payment.


                                                8.04         Request to Committee for Delay in Payment.  A Participant shall have no right to modify
in any way the schedule for the distribution of amounts from his or her
Deferred Compensation Account that the Participant has specified in his or her
Election Form.  However, upon a written
request submitted by the Participant to the Committee (on an Election Form),
the 


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Committee may, in its
sole discretion, postpone the payment, change the form of payment to annual
installments or increase the number of installments not to exceed fifteen (15),
provided:


a.             The postponement in the payment,
change to annual installments, or increase in the number of installments to a
number of installments not to exceed fifteen (15) does not take effect until at
least twelve (12) months after the date the Election Form on which the request
is based is filed;


b.             The postponement in the payment
must be for a period of at least five (5) years from the date the payment would
otherwise have been made, except in the case of elections relating to distributions
on death, Disability or Unforeseeable Emergency; and


c.             The request to postpone the
payment, change to annual installments, or increase the number of installments
to a number of installments not to exceed fifteen (15), must be made at least
twelve (12) months prior to the date of the first scheduled payment.


8.05                           Taxes; Withholding. 
To the extent required by law, the Company shall withhold from payments
made hereunder an amount equal to at least the minimum taxes required to be
withheld by the federal and any state or local government.


8.06                           Date of Payments.


a.             Except as otherwise provided in
this Plan, with respect to Termination of Employment, death, Disability or a
Change in Control Event, payments under this Plan shall be made (or begin in
the case of installments) at the end of the Calendar Quarter during which the
Participant or Beneficiary becomes eligible to receive such payment, unless the
Termination of Employment, death, Disability or Change in Control Event occurs
within the last ten (10) days of a Calendar Quarter, in which case, payment
will be made (or installments will begin) on the last day of the following
Calendar Quarter; provided, however, that payments must be made (or begin in
the case of installments) no later than the later of (i) 


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December 31 of the
year in which the distribution event occurs, or (ii) thirty (30) days after the
distribution event.


                                                                                          b.             Payments
that are to be made on March 31 of a specified year shall be made (or begin in
the case of installments) on, or as soon as administratively practicable after,
such date; provided, however, that payments must be made (or begin in the case
of installments) no later than thirty (30) days after the date.


                                                                                                c.             Notwithstanding
anything in the Plan to the contrary, if the Participant is a Key Employee,
then, notwithstanding the Election Form filed with the Committee, no payment
may be made (or begin in the case of installments) to such Key Employee prior
to the date which is six (6) months following the Key Employee’s Termination of
Employment (or death, if earlier).


                                                8.07         Allocation of Distributions. 
If a distribution of a portion of a Deferred Compensation Account for a
Cycle is made to a Participant or Beneficiary, and the amounts for such Cycle
are invested in more than one of the Investment Funds, then a portion of such
distribution shall be deemed to have been made from each of the Investment
Funds on a pro rata basis, based on the values of the Investment Funds as of
the Valuation Date immediately preceding the distribution.


9.             Beneficiary Designation


                                                At any time prior to the complete
distribution of the benefits due to a Participant under the Plan, he or she
shall have the right to designate, change, and/or cancel, any person(s) or
entity as his or her Beneficiary (either primary or contingent) to whom payment
under this Plan shall be made in the event of his or her death.  Each beneficiary designation shall become
effective only when filed in writing with the Company during the Participant’s
lifetime on a form provided by the Company. 
The filing of a new beneficiary designation form will cancel all
previously filed beneficiary designations relating to such Cycle or Cycles.  Further, any finalized divorce of a
Participant subsequent to the date of filing of a beneficiary designation form
in favor of Participant’s spouse shall automatically revoke such designation
without any action having to be taken by the Participant.


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                                                Additionally, the spouse of a Participant
domiciled in a community property jurisdiction shall join in the Participant’s
designation of any Beneficiary other than his or her spouse.


                                                If a Participant fails to designate a
Beneficiary as provided above, or if his or her beneficiary designation is
revoked by divorce or otherwise without execution of a new designation, or if
all designated Beneficiaries predecease the Participant, then the distribution
of such benefits shall be made to the Participant’s estate in a lump sum.  If the Participant’s designated Beneficiary
survives the Participant but dies before receiving a complete distribution of
the Participant’s account, the remaining Deferred Compensation Account balance
shall be paid to the estate of such Beneficiary in a lump sum.


10.                               Amendment and Termination of Plan


                                                10.01       Amendment.  The Board
of Directors may amend the Plan at any time in whole or in part, provided,
however, that, except as provided in Section 10.02, no amendment shall be
effective to decrease the benefits under the Plan payable to any Participant or
Beneficiary with respect to any Elective or Non-Elective Deferred Compensation
deferred prior to the date of the amendment. 
Written notice of any amendment shall be given to each Participant; provided,
that no notice shall be required with respect to amendments that are
non-material or administrative in nature.


                                                10.02       Suspension of Plan


a.             Company’s Right to Suspend.  The Board of Directors may suspend the Plan
at any time.


b.             Payments Upon Suspension. 
Upon any suspension of the Plan under this Section 10.02, a Participant
may no longer defer Cash Based or Stock Based Compensation on a prospective
basis and, with respect to compensation deferred previously, the Company will
pay benefits in accordance with Section 8.


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                                                10.03       Termination of Plan


                                                                a.             Company’s
Right to Terminate.  The Board
of Directors may terminate the Plan within the twelve (12) month period after a
Change in Control Event.


                                                                                                b.             Payments upon Termination.  Upon the termination of the Plan under this
Section 10.03, all Cash Based or Stock Based Compensation deferred under the
Plan shall be paid to the Participants within 30 days after the date the Board
of Directors acts to terminate the Plan.


11.          Miscellaneous


                                                11.01       Unsecured General Creditor. 
Participants and their beneficiaries, heirs, successors and assignees
shall have no legal or equitable rights, interests, or other claims in any
property or assets of the Company, nor shall they be beneficiaries of, or have
any rights, claims, or interests in any life insurance policies, annuity
contracts, or the policies therefrom owned or that may be acquired by the
Company (“policies”).  Such policies or
other assets of the Company shall not be held in any way as collateral security
for the fulfilling of the obligations of the Company under this Plan.  Any and all of the Company’s assets and
policies shall be and will remain general, unpledged, unrestricted assets of
the Company.  The Company’s obligation
under the Plan shall be that of an unfunded and unsecured promise of the
Company to pay money in the future.


                                                11.02       Grantor Trust. 
Although the Company is responsible for the payment of all benefits
under the Plan, the Company, in its sole discretion, may contribute funds as it
deems appropriate to a grantor trust for the purpose of paying benefits under
this Plan.  Such trust may be
irrevocable, but assets of the trust shall be subject to the claims of creditors
of the Company.  Such grantor trust shall
not in any event locate or transfer its assets to a location outside the United
States nor shall it provide that assets will be restricted to the provision of
benefits payable under the Plan in the event of a change in the Company’s
financial health.  To the extent any
benefits provided under the Plan actually are paid from the trust, the Company
shall have no further obligation with respect thereto, but to the 


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extent not so paid, such
benefits shall remain the obligation of, and shall be paid by, the
Company.  Participants shall have the
status of unsecured creditors on any legal claim for benefits under the Plan,
and shall have no security interest in any such grantor trust.


                                                11.03       Successors and Mergers, Consolidations or Change in Control.  The terms and conditions of this Plan shall
inure to the benefit of the Participants and shall bind the Company, its
successors, assignees, and personal representatives.  If substantially all of the stock or assets
of the Company are acquired by another entity, or if the Company is merged
into, or consolidated with, another entity, then the obligations created
hereunder shall be obligations of the acquirer or successor entity.


                                                11.04       Non-Assignability. 
Neither a Participant, nor any other person, shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise
encumber, transfer, hypothecate, or convey in advance of the actual receipt,
any amounts payable hereunder, or any part thereof.  All rights to payments expressly are declared
to be unassignable and nontransferable. 
No part of the amounts payable, prior to actual payment, shall be
subject to seizure or sequestration for the payment of any debts, judgments,
alimony or separate maintenance owed by a Participant, or any other person, nor
shall they be transferable by operation of law in the event of a Participant’s,
or any other person’s, bankruptcy or insolvency.


                                                11.05       Employment or Future Eligibility to Participate Not Guaranteed.  Nothing contained in this Plan, nor any
action taken hereunder, shall be construed as a contract of employment, or as
giving any Eligible Employee any right to be retained in the employ of the
Company.  Designation as an Eligible
Employee may be revoked at any time by the Company with respect to any
compensation not yet deferred.


                                                11.06       Protective Provisions. 
A Participant will cooperate with the Company by furnishing any and all
information requested by the Company in order to facilitate the payment of
benefits hereunder, including taking such physical examinations as the Company
reasonably may deem necessary and taking such other relevant action as may be
requested by the Company.  If a
Participant refuses to cooperate, the Participant’s election 


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to defer any Cash Based
or Stock Based Compensation which has not yet been deferred shall become null
and void, and the Participant shall not be eligible to make any further
deferral elections under the Plan.


                                                11.07       Gender, Singular and Plural. 
All pronouns, and any variations thereof, shall be deemed to refer to
the masculine, feminine, or neuter, as the identity of the person(s) or
entity(ies) may require.  As the context
may require, the singular may be read as the plural and the plural as the
singular.


                                                11.08       Captions.  The
captions to the articles, sections, and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of
any of its provisions.


                                                11.09       Applicable Law.  This
Plan shall be governed and construed in accordance with the laws of the State
of New York (without reference to the principles of conflict of laws).


                                                11.10       Validity.  In the
event any provision of this Plan is found to be invalid, void, or
unenforceable, the same shall not affect, in any respect whatsoever, the
validity of any other provision of this Plan.


                                                11.11       Notice.  Any notice or
filing required or permitted to be given to the Committee shall be sufficient
if in writing and hand delivered, or sent by registered or certified mail, to
the principal office of the Company at 15 Mountain View Road, Warren, NJ  07059, directed to the attention of the
Compensation Manager (or any successor thereto).  Such notice shall be deemed given as of the
date of delivery or, if delivery is made by mail, as of the date shown on the
postmark on the receipt for registration or certification.  Any notice to the Participant shall be
addressed to the Participant at the Participant’s residence address as
maintained in the Company’s records.  Any
party may change the address for such party here set forth by giving notice of
such change to the other parties pursuant to this Section 11.11.


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                IN WITNESS WHEREOF,
The Chubb Corporation has caused this Plan to be duly executed this         
day of                         ,
2005.


 


	
   

  	
   

  	
   

  	
   

  	
  THE CHUBB CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:
                                              

  
	
   

  	
   

  	
   

  	
   

  	
  Title:
                                              

  



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EXHIBIT A


 


DEFINITION OF CHANGE IN CONTROL EVENT


                “Change in Control Event” shall
mean the occurrence of a change in the ownership of The Chubb Corporation (the “Company”)
(as described in Section 1 below) and/or a change in the effective control of
the Company (as described in Section 2 below) and/or a change in the ownership
of a substantial portion of the assets of the Company (as described in Section
3 below).


 


                For purposes of Sections 1, 2 and 3 below, section
318(a) of the Internal Revenue Code of 1986, as amended (the “Code”), shall
apply to determine stock ownership. 
Stock underlying a vested option is considered owned by the individual
who holds the vested option (and stock underlying an unvested option is not
considered owned by the individual who holds the unvested option).  For purposes of the preceding sentence,
however, if a vested option is exercisable for stock that is not substantially
vested (within the meaning of Treas. Reg. §§1.83-3(b) and (j)), the stock
underlying the option is not treated as owned by the individual who holds the
option.


                                                1.     (a)       Change
in the Ownership of the Company.  A
change in the ownership of the Company occurs on the date that any one person,
or more than one person acting as a group (as described in subsection (b)
below), acquires ownership of stock of the Company that, together with stock
held by such person or group, constitutes more than 50 percent of the total
fair market value or total voting power of the stock of the Company.  However, if any one person or more than one
person acting as a group, is considered to own more than 50 percent of the
total fair market value or total voting power of the stock of the Company, the
acquisition of additional stock by the same person or persons is not considered
to cause a change in the ownership of the Company (or to cause a change in the
effective control of the Company (within the meaning of Section 2 below)).  An increase in the percentage of stock owned
by any one person, or persons acting as a group, as a result of a transaction
in which the Company acquires its stock in exchange for property will be
treated as an acquisition of stock for purposes of this Section.  This Section applies only when there is a
transfer of stock of the Company (or issuance of stock of the Company) and
stock in the Company remains outstanding after the transaction (see Section 3
below for rules regarding the transfer of assets of the Company).


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                                                        (b)       Persons
Acting as a Group.  For purposes of
subsection (a) above, persons will not be considered to be acting as a group
solely because they purchase or own stock of the same corporation at the same
time, or as a result of the same public offering.  However, persons will be considered to be
acting as a group if they are owners of a corporation that enters into a
merger, consolidation, purchase or acquisition of stock, or similar business transaction
with the Company.  If a person, including
an entity, owns stock in both corporations that enter into a merger,
consolidation, purchase or acquisition of stock, or similar transaction, such
shareholder is considered to be acting as a group with other shareholders in a
corporation prior to the transaction giving rise to the change and not with
respect to the ownership interest in the other corporation.


                                                        (c)       Stock
Ownership.  For purposes of
determining stock ownership, see above.


                                                2.     (a)       Change
in the Effective Control of the Company. 
Notwithstanding that the Company has not undergone a change in ownership
under Section 1 above, a change in the effective control of the Company occurs
on the date that either —


                                                                                                            (i)        Any one person, or more than one person
acting as a group (as determined under subsection (d) below), acquires (or has
acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) ownership of stock of the Company
possessing 35 percent or more of the total voting power of the stock of the
Company; or


                                                                                                            (ii)       A majority of the members of the Company’s
board of directors is replaced during any 12-month period by directors whose
appointment or election is not endorsed by a majority of the 


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members of the Company’s
board of directors prior to the date of the appointment or election.


                                                                                                            In the absence
of an event described in paragraph (i) or (ii) above, a change in the effective
control of the Company will not have occurred.


                                                                        (b)       Multiple Changes in Control.  A change in effective control also may occur
in any transaction in which either of the two companies involved in the
transaction has a Change in Control under Section 1 above or Section 3 below.  Thus, for example, assume Corporation P
transfers more than 40 percent of the total gross fair market value of its
assets to Corporation O in exchange for 35 percent of O’s stock.  P has undergone a change in ownership of a
substantial portion of its assets under Section 3 below and O has a change in
effective control under this Section.


                                                                        (c)       Acquisition of Additional Control.  If any one person, or more than one person
acting as a group, is considered to effectively control the Company (within the
meaning of this Section), the acquisition of additional control of the Company
by the same person or persons is not considered to cause a change in the
effective control of the Company (or to cause a change in the ownership of the
Company within the meaning of Section 1 above).


                                                                        (d)       Persons Acting as a Group.  Persons will not be considered to be acting
as a group solely because they purchase or own stock of the same corporation at
the same time, or as a result of the same public offering.  However, persons will be considered to be
acting as a group if they are owners of a corporation that enters into a
merger, consolidation, purchase or acquisition of stock, or similar business
transaction with the Company.  If a
person, including an entity, owns stock in both corporations that enter into a
merger, consolidation, purchase or acquisition of stock, or similar
transaction, such shareholder is considered to be acting as a group with other
shareholders in a corporation only with respect to the ownership in that
corporation prior to the transaction giving rise to the change and not with
respect to the ownership interest in the other corporation.


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                                                                        (e)       Stock Ownership.  For purposes of determining stock ownership,
see above.


                                                3.     (a)       Change
in the Ownership of a Substantial Portion of the Company’s Assets.  A change in the ownership of a substantial
portion of the Company’s assets occurs on the date that any one person, or more
than one person acting as a group (as determined in subsection (c) below),
acquires (or has acquired during the 12-month period ending on the date of the
most recent acquisition by such person or persons) assets from the Company that
have a total gross fair market value equal to or more than 40 percent of the
total gross fair market value of all of the assets of the Company immediately
prior to such acquisition or acquisitions. 
For this purpose, gross fair market value means the value of the assets
of the Company, or the value of the assets being disposed of, determined
without regard to any liabilities associated with such assets.


                                                                        (b)       Transfers to a Related Person.  There is no Change in Control under this
Section when there is a transfer to an entity that is controlled by the
shareholders of the transferring company immediately after the transfer, as
provided in this subsection (b).  A
transfer of assets by the Company is not treated as a change in the ownership
of such assets if the assets are transferred to —


                                                                                                            (i)        A shareholder of the Company
(immediately before the asset transfer) in exchange for or with respect to its
stock;


                                                                                                            (ii)       An entity, 50 percent or more of the
total value or voting power of which is owned, directly or indirectly, by the
Company;


                                                                                                            (iii)      A person, or more than one person acting
as a group, that owns, directly or indirectly, 50 percent or more of the total
value or voting power of all the outstanding stock of the Company; or


                                                                                                            (iv)      An entity, at least 50 percent of the
total value or voting power of which is owned, directly or indirectly, by a
person described in paragraph (iii) above.


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                                                                                                      For purposes of
this subsection (b) and except as otherwise provided, a person’s status is
determined immediately after the transfer of the assets.  For example, a transfer to a company in which
the transferor Company has no ownership interest before the transaction, but
which is a majority-owned subsidiary of the transferor Company after the
transaction is not treated as a change in the ownership of the assets of the
transferor Company.


                                                                        (c)       Persons Acting as a Group.  Persons will not be considered to be acting
as a group solely because they purchase assets of the same corporation at the
same time, or as a result of the same public offering.  However, persons will be considered to be acting
as a group if they are owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of assets, or similar business
transaction with the Company.  If a
person, including an entity shareholder, owns stock in both corporations that
enter into a merger, consolidation, purchase or acquisition of stock, or
similar transaction, such shareholder is considered to be acting as a group
with other shareholders in a corporation only to the extent of the ownership in
that corporation prior to the transaction giving rise to the change and not
with respect to the ownership interest in the other corporation.


                                                                        (d)       Stock Ownership.  For purposes of
determining stock ownership, see above.


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APPENDIX A


 


Investment
Funds


 


 


The following Investment Funds are available
under the Plan:


 


The Bond Index Account
provides for a return based upon a hypothetical investment in the Vanguard Bond
Index Fund-Total Bond Market Portfolio.


 


The Capital Appreciation
Account provides for a return based upon a hypothetical investment
in the Fidelity Contrafund.


 


The Equity Index
Account provides for a return based upon a hypothetical investment
in the Fidelity Spartan U.S. Equity Index Fund.


 


The International
Blended Equity Account provides for a return based upon a
hypothetical investment in the Fidelity Diversified International Fund.


 


The Stable Value
Account provides for a return based on a hypothetical investment in
the Stable Value Portfolio of the Chubb Capital Accumulation Plan.