Exhibit 10.12
AMENDMENT NO. 1
TO THE
THE CHUBB CORPORATION
LONG-TERM STOCK INCENTIVE PLAN
FOR NON-EMPLOYEE DIRECTORS (2004)
Pursuant to resolutions
adopted by the Board of Directors on December 4, 2008 and the
authority reserved in Section 10 of The Chubb Corporation
Long-Term Stock Incentive Plan for Non-Employee Directors (2004)
(the “Plan”), the Plan is hereby amended as
follows:
1. Effective
January 1, 2009, the following sentence shall be added at the
end of the definition of Change in Control under
Section 2(a):
“Notwithstanding
the foregoing, in connection with the payment of an amount subject
to Section 409A, none of the events described above shall
constitute a Change in Control unless such event qualifies as a
“change in control event” under Section 409A of
the Code and Treasury
Regulation Section 1.409A-3(i)(5).”
2. Effective
January 1, 2009, a sentence shall be added to the end of
Section 5(e) to read as follows:
“Notwithstanding
the foregoing, all payments under this Section shall be made by the
March 15th following the year in which the substantial
risk of forfeiture for the Award lapses, within the meaning of
Section 409A of the Code.”
3. Effective
January 1, 2009, the first sentence of Section 6(b) shall
be revised to read as follows:
“(b) Dividend
Equivalents . Dividends payable on Stock shall be credited to
the account of, or paid currently, to a Participant in respect of a
Stock Unit as soon as practicable after dividends are paid on the
common stock (but in no event later than the March 15 following the
end of the year in which the dividends are paid).”
4. Effective
January 1, 2009, the first sentence of Section 6(c) shall
be revised to read as follows:
“(c) Settlement
of Stock Units . Unless an Eligible Director shall have
otherwise elected pursuant to a deferral election made in
accordance with such terms and conditions as the Committee shall
establish, the value of all of the Eligible Director’s Stock
Units shall be distributed to such Eligible Director (or his or her
Designated Beneficiary) within 90 days following the Eligible
Director’s Separation from Service. For this purpose,
Separation from Service has the meaning provided under
Section 409A of the Code.”
5. Effective
January 1, 2009, the following shall be added to the end of
Section 6(c):
“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 i
