Exhibit 10.8
AMENDMENT NO. 2
TO THE
THE CHUBB CORPORATION
LONG-TERM STOCK INCENTIVE PLAN (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 (2004) (the “Plan”), the
Plan is hereby amended as follows:
1. Effective
January 1, 2009, a sentence shall be added at the end of
Section 9(a)(iii) as follows:
“Notwithstanding
the foregoing, in connection with the payment of an amount subject
to Section 409A, this provision will have no effect on the
payment date of such amount.”
2. Effective
January 1, 2009, a sentence shall be added at the end of the
definition of Disability under Section 2 as
follows:
“Notwithstanding
the foregoing, in connection with the payment of an amount subject
to Section 409A, “Disability” 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 4(d)
shall be revised to read as follows:
“In addition, the
Committee may, if deemed appropriate, make provision for cash
payment to a Participant or a person who has an outstanding Award,
provided that any payment exchanged for an Option or Stock
Appreciation Right (on a per share basis) shall not exceed the
difference between the Fair Market Value of the Stock on the date
of payment and the exercise price for the Award.”
4. Effective
January 1, 2009, the first sentence of Section 5(f) shall
be revised to read as follows:
“(f) Payment of
Awards . Payment Values of earned Performance Shares and the
value of earned Performance Units shall be distributed to the
Participant or, if the Participant has died, to the
Participant’s Designated Beneficiary no later than March 15
of the year following the expiration of the Performance Cycle,
provided that any amounts payable in respect of Performance Shares
or Performance Units pursuant to Section 9(a)(ii) shall be
distributed in accordance with
Section 9(a)(iii).”
5. Effective
January 1, 2009, the first sentence of Section 6(c) shall
be revised to read as follows:
“(c) Dividend
Equivalents . The Committee shall determine whether and to what
extent dividends payable on Stock will be credited to the account
of, or paid currently, to a Participant in respect of an Award of
Restricted Stock Units, provided the payment of any dividends shall
be made as soon as practicable after dividends are paid on the
common stock (but in no event later than March 15 of the year
following the end of the year in which the dividends are
paid).”
6. Effective
January 1, 2009, Section 6(d) shall be revised to read as
follows:
“(d) Settlement
of Restricted Stock and Restricted Stock Units. Within
90 days after the earlier of (1) death,
(2) Disability, (3) Termination of Employment, or
(4) the expiration of the Restriction Period, for any
Restricted Stock Awards, the Corporation shall remove the
restrictions applicable to the bookkeeping entry evidencing any
vested Restricted Stock Awards, and shall, upon request, deliver
the stock certificates evid
