THE CHUBB CORPORATION
LONG-TERM INCENTIVE PLAN (2009)
DEFERRED STOCK UNIT
AGREEMENT
DEFERRED STOCK
UNIT AGREEMENT, dated as of April 28, 2009, by and between The
Chubb Corporation (the “ Corporation ”) and
• (the “ Participant ”), pursuant to
The Chubb Corporation Long-Term Incentive Plan (2009) (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 Participant has been
granted Deferred Stock Units; and
WHEREAS,
the Participant and the Corporation desire to enter into this
Agreement to evidence and confirm the grant of such Deferred Stock
Units on the terms and conditions set forth herein.
NOW,
THEREFORE, the Participant and Corporation agree as
follows:
1. Grant
of Deferred 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 2,481 Deferred Stock
Units (the “ Award ”).
2.
Restrictions on Transfer . Until settlement of the Deferred
Stock Units in accordance with Section 5 or Section 7,
the Deferred 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(c) of the Plan) with the permission of, and subject to such
conditions as may be imposed by, the Committee.
3. 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 accordance with Section 5 or 7, the
Participant shall have no rights as a shareholder.
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4.
Dividend Equivalents . Without limiting the generality of
the foregoing, until settlement of the Deferred Stock Units in
accordance with Section 5 or 7, 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 Deferred Stock Units. In any event, such
payments shall be made by the March 15th following the year in
which the actual dividends are paid on shares of Stock.
5.
Settlement of Deferred Stock Units . The Corporation shall
deliver to the Participant that number of shares of Stock as is
equal to the number of Deferred Stock Units covered by the Award
within 90 days after the earlier of ( i ) death, (
ii ) Disability, or ( iii ) Separation from Service.
Notwithstanding the immediately preceding sentence, but subject to
such terms and conditions as the Committee may specify, if the
Participant shall have filed an election with the Corporation (and
on a form acceptable to the Committee) not later than the
December 31 preceding the Grant Date, the shares of Stock
deliverable in respect of Deferred St
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