Exhibit 10.7
AMENDMENT
TO THE
THE CHUBB CORPORATION LONG-TERM STOCK INCENTIVE PLAN (2004)
2005, 2006, 2007, AND 2008 OUTSTANDING
RESTRICTED STOCK UNIT AGREEMENTS
Pursuant to resolutions
adopted by the Board of Directors on September 4, 2008 and the
authority reserved in Section 11(i) of The Chubb Corporation
Long-Term Stock Incentive Plan (2004) (the “Plan”), the
2005, 2006, 2007, and 2008 outstanding Restricted Stock Unit
Agreements under the Plan (the “Agreements”) are hereby
amended as follows effective January 1, 2009:
1. The following
sentence is added to the end of Section 2(d) in each
Agreement:
“In any event,
such payments shall be made by the March 15th following
the year the actual dividends are paid on shares of
Stock.”
2. The final
sentence of Section 4 of each 2006, 2007, and 2008 Agreement
is deleted.
3. Section 6
in each Agreement is amended in its entirety to read as
follows:
“Subject to the
provisions of Section 4 and this Section 6, the
Corporation shall deliver to the Participant (or, if applicable,
the Participant’s Designated Beneficiary or legal
representative) that number of shares of Stock as is equal to the
number of Restricted Stock Units covered by the Award that have
become vested and nonforfeitable within 90 days after the
earlier of (i) death, (ii) Disability,
(iii) Termination of Employment, or (iv) the Vesting
Date. For purposes of this Section, a “Termination of
Employment” has the meaning provided in Section 6(d) of
the Plan.
Notwithstanding the
foregoing, if the Participant is (or is reasonably expected to be)
a “covered employee” within the meaning of
Section 162(m) of the Code for the calendar year in which
delivery of Stock would ordinarily be made to the Participant, the
Corporation shall delay delivery to the Participant of that portion
of the shares of Stock for which the Corporation
reasonably
