Exhibit 10.20
AMENDMENT NO. 2
TO THE
THE CHUBB CORPORATION
KEY EMPLOYEE DEFERRED COMPENSATION PLAN (2005)
Pursuant to resolutions
adopted by the Board of Directors on September 4, 2008 and the
authority reserved in Section 10.01 of The Chubb Corporation
Key Employee Deferred Compensation Plan (2005) (the
“Plan”), the Plan is hereby amended as
follows:
1. Effective
January 1, 2009, the reference to
“35 percent” in Exhibit A under “Change
in Effective Control of the Company” is hereby amended to
“30 percent” and a sentence is added at the end of
Exhibit A as follows:
“Notwithstanding
anything in this Plan to the contrary, this definition shall be
administered and interpreted in a manner that is consistent with
the definition of “change in control event” under
Section 409A of the Code and Treasury
Regulation Section 1.409A-3(i)(5).”
2. Effective
January 1, 2009, Section 2.15 of the Plan is hereby
amended to read in its entirety as follows:
“ Disability or
Disabled — “Disability” or
“Disabled” means a Participant (a) who is, by
reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last
for a continuous period of not less than twelve (12) months,
receiving income replacement benefits for a period of not less than
three (3) months under The Chubb Corporation Long-Term
Disability Plan (or its successor) or (b) has been determined
to be totally disabled by the Social Security
Administration.”
3. Effective
January 1, 2009, the second sentence of Section 2.23 of
the Plan, “Investment Funds,” is deleted.
4. Effective
January 1, 2009, Section 2.24 of the Plan is hereby
amended to read in its entirety as follows:
“ Key
Employee — “Key Employee” means an
Eligible Employee 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
Eligible Employee is a Key Employee as of the Key Employee
Determination Date shall make such Eligible Employee 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 Employee by applying the requirements of
Section 416(i)(1)(A)(i), (ii), and (iii) of the Code, the
definition of compensation under Treasury Regulation
§ 1.415(c)-2(a) shall be used, applied without using any
safe harbor provided in Treasury Regulation
§ 1.415(c)-2(d), without using any of the special timing
rules provided in Treasury Regulation § 1.415(c)-2(e),
and without using any of the special rules provided in Treasury
Regulation § 1.415(c)-2(g) other than the rule set forth
in Treasury Regulation
§ 1.415(c)-2(g)(2).”
5. Effective
January 1, 2009, Section 2.30 of the Plan is hereby
amended to read in its entirety as follows:
“ Termination
of Employment — “Termination of
Employment” means a separation from service within the
meaning of Section 409A of the Code whereby the Participant
and the Company (or such other member of the Company’s
controlled group of entities, within the meaning of
Section 414(c) of the Code, for whom the Participant provides
services) reasonably anticipate that
(1) no further services would
be performed by the Participant for the Company or other members of
its controlled group after a certain date, or (2) the level of
bona fide services after such date would permanently decrease to no
more than 49% of the average level of services performed in the
prior 36-month period (or, if less, the full period of service with
the Company or its other members of its controlled group) for any
reason other than death or Disability.”
6. Effective
January 1, 2009
