Exhibit 10.11

THE CHUBB CORPORATION
LONG-TERM STOCK INCENTIVE PLAN
FOR NON-EMPLOYEE DIRECTORS (2004)

STOCK UNIT AGREEMENT

STOCK UNIT AGREEMENT, dated as of March 3, 2005, by and between The Chubb Corporation (the “Corporation”) and [              ] (the “Participant”), pursuant to The Chubb Corporation Long-Term Stock Incentive Plan for Non-Employee Directors (2004) (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 Stock Units; and

WHEREAS, the Participant and the Corporation desire to enter into this Agreement to evidence and confirm the grant of such Stock Units on the terms and conditions set forth herein.

NOW, THEREFORE, the Participant and Corporation agree as follows:

1.             Grant of 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 [            ] Stock Units (the “Award”).(1)

2.             Restrictions on Transfer.  Until settlement of the Stock Units in accordance with Section 5 or 7, the 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

(1)   The number of Stock Units shall be equal to the quotient of (i) $22,500 divided by (ii) the average of the high and low trading prices of the Stock on the Grant Date, rounded up to the nearest whole number.