Exhibit 10.6


 


THE
CHUBB CORPORATION

LONG-TERM STOCK INCENTIVE PLAN (2004)


 


RESTRICTED
STOCK UNIT AGREEMENT


 


This RESTRICTED STOCK UNIT AGREEMENT, dated as of March 3,
2005, 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 Restricted Stock Units 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 Restricted Stock Units on the terms and conditions set forth herein.


 


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


 


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


 


2.                                       Vesting
and Rights as a Shareholder.  It is
understood and agreed that the grant of the Award evidenced hereby is subject
to the following conditions:


 


(a)                                  Restrictions
on Transfer.   Until settlement of
the Restricted Stock Units in accordance with Section 6, the Restricted
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(b) of the Plan) with the permission of, and subject
to such conditions as may be imposed by, the Committee.


 


(b)                                 Restriction
Period.  The Restriction Period
applicable to the Restricted Stock Units covered by the Award shall begin on
the date hereof and, except as otherwise provided in Section 3 or 4,
shall, subject to the Participant’s continued employment from the Grant Date,
lapse on the third anniversary of the Grant Date (such date to be hereafter
referred to as the “Vesting Date”).


 


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(c)                                  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 in Section 6,
the Participant shall have no rights as a shareholder.


 


(d)                                 Dividend
Equivalents.  Without limiting the
generality of the foregoing, until settlement of the Restricted Stock Units in
accordance with Section 6, 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 Restricted Stock Units.


 


3.                                       Termination
of Employment.


 


(a)                                  Qualifying
Termination of Employment.  If the
Participant’s employment terminates by reason of a Qualifying Termination of
Employment during the Restriction Period (i.e., before the Vesting Date), the
Restriction Period shall lapse as to (and there shall become vested and
non-forfeitable) that number of Restricted Stock Units equal to the product of
(i) the number of Restricted Stock Units covered by the Award and (ii)
a fraction, the numerator of which is the number of full calendar months during
the Restriction Period that the Participant was employed and the denominator of
which is 36.  The remainder of the
Restricted Stock Units covered by the Award shall be forfeited and cancelled
without further action by the Corporation or the Participant as of the date of
such termination of employment.


 


(b)                                 Termination
for any Other Reason.  If the
Participant’s employment terminates for any reason other than a Qualifying
Termination of Employment during the Restriction Period (i.e., before the
Vesting Date), all of the Restricted Stock Units covered by the Award shall be
forfeited and cancelled without further action by the Corporation or the
Participant as of the date of such termination of employment.


 


(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


 


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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 3(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.


 


4.                                       Change
in Control.  Notwithstanding anything
in Section 6 to the contrary, in the event a Change in Control occurs,
Restricted Stock Units covered by the Award not previously forfeited pursuant
to Section 3 shall be treated as provided for in Section 9 of the
Plan, in which case the Restricted Stock Units covered by the Award shall
become payable as provided in Sections 9(a)(i) 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.


 


5.                                       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 the number of Restricted Stock Units subject to this Award
shall always be a whole number.


 


6.                                       Settlement
of Restricted Stock Units.  Subject
to the provisions of Section 4 and this Section 6, 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 Restricted Stock Units covered by the Award that
have become vested and nonforfeitable as soon as administratively practicable after
(but no later than 21⁄2 months after) the end of the calendar year in which
occurs the earlier of (i) the Vesting Date or (ii) a Qualifying
Termination of Employment; provided, however, that if the Participant is (or is
reasonably expected to be) a “covered employee” within the meaning of Section 162(m)
of the Code for the calendar year in which delivery of such Stock would
ordinarily be made, the Corporation shall delay delivery of all of such shares
of Stock to such Participant until the Participant’s termination of


 


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employment
with the Corporation and all members of the controlled group of entities of
which the Corporation is a member.  Such
Stock shall be delivered to such Participant or (if the Participant has elected
payment in a form other than a lump sum) commence to be delivered to such
Participant as soon as administratively practicable after the date which is six
months after the date of such termination of employment.  Subject to the immediately preceding two sentences,
the Participant may, by election filed with the Corporation under its Key
Employee Deferred Compensation Plan (2005) (or any successor plan or program),
and on a form acceptable to the Committee, not later than December 31 of
the calendar year before the calendar year of the Grant Date and subject to
such terms and conditions as the Committee may specify, elect to have shares of
Stock deliverable in respect of vested and nonforfeitable Restricted Stock
Units deferred until such later date(s) as shall be specified in such election.  Any deferral election made for such
Restricted Stock Units after such December 31 shall be deemed void and
without force and effect.


 


7.                                       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.


 


8.                                       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.  A Participant shall not, without prior written
authorization from the Corporation, 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.  A Participant shall not during his or her
employment with the Corporation or any of the Subsidiaries and for a period of one
year following any termination of such employment relationship, directly or
indirectly, solicit, persuade, encourage or induce any individual employed by
the Corporation or any of the Subsidiaries during the above-referenced time
periods to become employed by or associated with any person or entity other
than the Corporation or any of the Subsidiaries, which employs the Participant
or for which the Participant serves as an officer, director, shareholder,
partner or consultant, or with any firm related to any such person or entity or
to permit any other person or entity to do so on the Participant’s behalf.


 


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(c)                                  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.


 


(d)                                 Relief
with Respect to Violations of Covenants. 
Failure to comply with the provisions of this Section 8 at any
point before the Restricted Stock Units covered by the Award are settled in
accordance with Section 6 of this Agreement shall cause such Restricted
Stock Units to be cancelled and rescinded without any payment therefor.  In the event that all or any portion of the
Restricted Stock Units covered by this Award shall have been settled in accordance
with the terms of this Agreement within six months of the date on which any
breach by the Participant of any of the provisions of this Section 8 shall
have first occurred, the Committee may require that the Participant repay (with
appreciation (if any), determined up to the date repayment is made), and the
Participant shall promptly repay, to the Corporation the Fair Market Value of
any Stock conveyed to the Participant within such period in respect of such
Restricted Stock Units.  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 8.  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 8 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.


 


(e)                                  Reformation.  The Participant agrees that the provisions of
this Section 8 are necessary and reasonable to protect the Corporation in
the conduct of its business.  If any
restriction contained in this Section 8 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.


 


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9.                                       Withholding.  At the Committee’s discretion, the
Participant shall be required to either pay to the Corporation the amount of
any 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 with respect to Stock deliverable
hereunder 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.


 


10.                                 Committee
Discretion; Delegation. 
Notwithstanding anything contained in this Agreement to the contrary,
the Committee, in its sole discretion and in accordance with the terms of the
Plan, may take any action that is authorized under the terms of the Plan that
is not contrary to the express terms hereof, including accelerating the lapse
of the Restriction Period with respect to all or any portion of the Restricted
Stock Units covered by the Award, at such times (including, without limitation,
upon or in connection with the Participant’s termination of employment) and
upon such terms and conditions as the Committee shall determine.  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.


 


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


 


12.                                 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).


 


13.                                 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.


 


14.                                 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.


 


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


 


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16.                                 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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