Exhibit 10.28
AMENDMENT NO. 2
TO THE
CHANGE IN CONTROL EMPLOYMENT AGREEMENT BETWEEN
THE CHUBB CORPORATION & JOHN D. FINNEGAN
Pursuant to resolutions adopted by
the Board of Directors on September 4, 2008, the change in
control employment agreement between The Chubb Corporation and John
D. Finnegan, dated January 21, 2003, is hereby amended as
follows:
1. Effective
January 1, 2009, the last sentence of Section 3(b)(2) is
hereby amended to read as follows:
“Each such Annual
Bonus shall be paid between January 1 and March 31 of the year
following the end of the fiscal year for which the Annual Bonus is
awarded, unless the Executive shall elect to defer receipt of such
Annual Bonus.”
2. Effective
January 1, 2009, the last two sentences of
Section 3(b)(4)(B) are hereby replaced in their entirety by
the following:
“The Pension SERP
benefit shall be payable at the same time and in the same manner as
the Executive’s benefits under the Pension Excess Plan that
are subject to Section 409A of the Code. Except as
specifically provided in this Agreement, the other terms and
conditions of the Pension SERP shall be governed by the terms of
the Pension Excess Plan as if the benefits under the Pension SERP
were paid from the Pension Excess Plan. For clarity, bonuses shall
be included in the Executive’s SERP Compensation when earned
rather than when paid and the Executive’s SERP Compensation
shall include any amounts deferred when such amounts would
otherwise be paid if not for such deferral.”
3. Effective
January 1, 2009, the following sentence is hereby added to the
end of Section 3(b)(4)(C):
“Notwithstanding
the foregoing, (i) in the event the CCAP SERP lump sum benefit
is payable due to a termination of employment other than due to
death, such lump sum benefit shall be payable in full six months
after Date of Termination and (ii) “Date of
Termination” for purposes of this Section means a
“separation from service” within the meaning of
Section 409A of the Code.”
4. Effective
January 1, 2009, the following sentence is hereby added to the
end of Section 3(b)(4)(D):
“Notwithstanding
the foregoing, (i) in the event the ESOP SERP lump sum benefit
is payable due to a termination of employment other than due to
death, such lump sum benefit shall be payable in full six months
after Date of Termination and (ii) “Date of
Termination” for purposes of this Section means a
“separation from service” within the meaning of
Section 409A of the Code.”
5. Effective
January 1, 2009, the first sentence in Section 3(b)(5) is
hereby replaced by the following:
“During the
Employment Period, the Executive and/or the Executive’s
family, as the case may be, shall be eligible for participation in
and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Company and the
Affiliated Companies (including, without limitation, medical,
prescription, dental, vision, disability, employee life, group
life, accidental death and travel accident insurance plans and
programs) to the extent applicable generally to other peer
executives of the Company and the Affiliated Companies, but in no
event shall such plans, practices, policies and programs provide
the Executive with benefits that are less favorable, in the
aggrega
