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Exhibit 10.23
AMENDMENT NO. 1
TO THE
THE CHUBB CORPORATION
DEFERRED COMPENSATION PLAN FOR DIRECTORS
Pursuant to resolutions
adopted by the Board of Directors on September 4, 2008 and the
authority reserved in Section 16 of The Chubb Corporation
Deferred Compensation Plan for Directors (the “Plan”),
the Plan is hereby amended as follows:
1. Effective
January 1, 2009, Section 6 shall be revised to read as
follows:
“A Participant may
elect to defer receipt of compensation either (a) until a
specified year in the future or (b) until the
Participant’s Separation from Service. If alternative
(a) is elected, actual payment will be made or will commence
within ninety days after the beginning of the year specified. If
alternative (b) is elected, payment will be made or will
commence within ninety days after Separation from Service. For this
purpose, “Separation from Service” has the meaning
provided under Section 409A of the Code.
If a distribution is to
be made upon the Separation from Service of a Key Employee,
distribution may not be made before the date which is six months
after the date of the Key Employee’s Separation from Service
(or, if earlier, the date of death of the Key Employee). Any
payments that would otherwise be made during this period of delay
shall be paid in the seventh month following Separation from
Service (or, if earlier, the month after the Key Employee’s
death).
“Key
Employee” means an individual who is a Key Employee as
defined in Section 416(i) of the Code without regard to
Section 416(i)(5) of the Code thereof as of the Key Employee
Determination Date. The Key Employee Determination Date shall be
December 31 of each calendar year. The determination that an
individual is a Key Employee as of the Key Employee Determination
Date shall make such individual a Key Employee for the 12-month
period commencing as of the April 1 next following the Key Employee
Determination Date. For purposes of identifying a Key
Emp
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