THE PERFORMANCE SHARES WOULD SUBJECT THE PARTICIPANT TO
TAXATION UNDER SECTION 409A OF THE CODE, THEN THE PAYMENT DUE TO THE PARTICIPANT
SHALL NOT BE MADE UNTIL THE EARLIEST PERMISSIBLE PAYMENT DATE (INCLUDING, BUT
NOT LIMITED TO, THE VESTING DATE) THAT WOULD NOT SUBJECT THE PARTICIPANT TO
TAXATION UNDER SECTION 409A OF THE CODE.
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 PERFORMANCE SHARES
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 PERFORMANCE SHARES SUBJECT TO THIS
AWARD SHALL ALWAYS BE A WHOLE NUMBER.
6.
RESTRICTIONS ON TRANSFER. PERFORMANCE SHARES 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(A) OF THE PLAN) WITH THE PERMISSION OF, AND
SUBJECT TO SUCH CONDITIONS AS MAY BE IMPOSED BY, THE COMMITTEE.
7.
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 SPECIFIED IN SECTION 2 OR 4, THE PARTICIPANT SHALL HAVE NO RIGHTS AS
A SHAREHOLDER.
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