UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

 

Date of Report  (Date of earliest event reported)    September 8, 2005

 

THE CHUBB CORPORATION

(Exact name of registrant as specified in its charter)

 

New Jersey

 

1-8661

 

13-2595722

(State or other jurisdiction of
incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

15 Mountain View Road, P.O. Box 1615, Warren, New Jersey

 

07061-1615

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code    (908) 903-2000

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 1.01    Entry into a Material Definitive Agreement.

 

On September 8, 2005 and September 9, 2005, respectively, the Organization & Compensation Committee and the full Board of Directors of The Chubb Corporation (the “Corporation”) approved amendments to the Corporation’s Key Employee Deferred Compensation Plan (2005) and the form of restricted stock unit award agreement for all eligible participants in The Chubb Corporation Long-Term Stock Incentive Plan (2004).  Copies of these amendments are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference into this Item 1.01 of Form 8-K.

 

Item 9.01    Financial Statements and Exhibits.

 

(c)   Exhibits.

10.1

 

Amendment to the registrant’s Key Employee Deferred Compensation Plan (2005).

10.2

 

Amendment to the form of restricted stock unit award agreement for all eligible participants in The Chubb Corporation Long-Term Stock Incentive Plan (2004).

 

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SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

THE CHUBB CORPORATION

 

 

 

 

 

 

Date:

September 12, 2005

 

By:

  /s/ W. Andrew Macan

 

 

 

Name:

W. Andrew Macan

 

 

 

Title:

   Vice President, Corporate Counsel and

 

 

 

 

      Secretary

 

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EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

DATED SEPTEMBER 8, 2005

 

Exhibit No.

 

Description

 

 

 

10.1

 

Amendment to the registrant’s Key Employee Deferred Compensation Plan (2005).

10.2

 

Amendment to the form of restricted stock unit award agreement for all eligible participants in The Chubb Corporation Long-Term Stock Incentive Plan (2004).

 

4

Exhibit 10.1

 

AMENDMENT ONE TO

 

THE CHUBB CORPORATION

 

KEY EMPLOYEE DEFERRED COMPENSATION PLAN (2005)

 

The Chubb Corporation Key Employee Deferred Compensation Plan (2005) (the “Plan”) is hereby amended, effective as of September 8, 2005 as follows:

 

1.                                        Section 2.17 of the Plan is hereby amended and restated in its entirety as follows:

 

Dividend Equivalents — “Dividend Equivalents” means an amount equal to the number of Units in a Participant’s Deferred Compensation Account multiplied by the amount of quarterly dividends payable to Company Stock shareholders for each share of Company Stock.  The amount of Dividend Equivalents on a payment date for a quarterly dividend on the Company’s Stock shall be determined based on the number of Units in the Participant’s Deferred Compensation Account as of the preceding Valuation Date.

 

2.                                        Section 7.07 of the Plan is hereby amended to: (i) rename such section “Valuation of the Company Stock Unit Account and Crediting of Dividend Equivalents,” (ii) delete the fourth sentence thereof (related to the treatment of dividends), (iii) renumber such section as Section 7.07(a), and (iv) add a new subsection “b” at the end thereof which shall read in its entirety as follows:

 

b.                                       Dividend Equivalents shall be reflected by crediting to a Participant’s Deferred Compensation Account an amount in cash equal to the value of the Dividend Equivalents on the payment date for each dividend payable to Company Stock shareholders.  Amounts credited to a Participant’s Deferred Compensation Account in respect of such Dividend Equivalents shall be deemed invested in the Investment Funds in which a Participant’s Deferred Compensation Account is otherwise deemed invested pursuant to Section 7.03 and shall be automatically allocated among such Investment Funds in the proportion set forth in the Participant’s Investment Funds election then in effect.  Such portion of the Participant’s Deferred Compensation Account shall be credited on each Valuation Date with an investment return from the date such amount in respect of Dividend Equivalents was credited to

 


 

the Participant’s Deferred Compensation Account, based on the investment return (gain or loss) of the Investment Funds in which such portion is deemed to be hypothetically invested.

 

3.                                        Section 8.01(a) of the Plan is hereby amended and restated in its entirety as follows:

 

All Deferral Amounts payable to a Participant that are deemed invested in the Investments Funds, including amounts credited to the Participant’s Deferred Compensation Account in respect of Dividend Equivalents pursuant to Section 7.07 shall be paid in cash.

 

4.                                        Section 8.01(b) of the Plan is hereby amended and restated in its entirety as follows:

 

Any Deferral Amount payable to a Participant that is deemed invested in the Company Stock Unit Account shall be paid in Company Stock issued under and subject to the terms and provisions of The Chubb Corporation Long-Term Stock Incentive Plan (2004), or any successor plan thereto, applicable to the form of Stock Based Compensation to which such Deferral Amount related, with one share of Company Stock distributed for each Unit credited to such Participant’s Company Stock Unit Account.  All fractional Units shall be payable in cash.

 

5.                                        Section 8.02(a)(2) of the Plan is hereby deleted in its entirety and Section 8.06(c) of the Plan is hereby amended and restated in its entirety as follows:

 

Notwithstanding anything in the Plan to the contrary, and notwithstanding the election(s) made by any Participant on any Election Form(s) filed with the Committee, if a Participant has a Termination of Employment, other than on account of “Retirement” (as hereinafter defined), he or she shall be paid in a lump sum all of such Participant’s Deferral Amounts on the first day of the seventh (7 th ) month following such Termination of Employment.  For purposes of the Plan, “Retirement” shall mean a Termination of Employment other than for “Cause” (as hereinafter defined) at or after the Participant’s normal retirement age or earliest retirement date, in each case as specified in the Company’s Pension Plan.  For purposes of the Plan, “Cause” shall mean the Company or any of its affiliates having “cause” to terminate a Participant’s employment as defined in any existing award agreement, employment agreement or any other agreement between such Participant and the Company or any of its affiliates, or in the absence of

 

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such an agreement as such term is defined in The Chubb Corporation Long-Term Stock Incentive Plan (2004), or any successor plan thereto.

 

If a Participant is a Key Employee and has a Termination of Employment on account of Retirement, then notwithstanding any Election Form(s) filed with the Committee by such Participant or anything in the Plan to the contrary, no payment may be made (or begin in the case of installments) to such Key Employee prior to the first day of the seventh (7 th ) month following such Key Employee’s Termination of Employment on account of Retirement.

 

Except as provided herein, all other provisions of the Plan shall remain unchanged and in full force and effect.

 

IN WITNESS WHEREOF, The Chubb Corporation has caused this Amendment to the Plan to be duly executed this 8 day of September, 2005.

 

 

 

THE CHUBB CORPORATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ W. Andrew Macan

 

 

 

 

 

Title:

Vice President, Corporate

 

 

 

 

 

Counsel and Secretary

 

3

Exhibit 10.2

 

AMENDMENT ONE TO

 

THE CHUBB CORPORATION LONG TERM INCENTIVE PLAN (2004)

 

RESTRICTED STOCK AGREEMENT

 

The Chubb Corporation Long Term Incentive Plan (2004) Restricted Stock Agreement (the “Agreement”) is hereby amended, effective as of September 8, 2005, as follows:

 

Section 6. of the Agreement is hereby amended and restated in its entirety to read as follows:

 

6.                                       Settlement of Restricted Stock Units.   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 as soon as administratively practicable after the earlier of (i) the Vesting Date or (ii) a qualifying Termination of Employment, but in no event later than 2 ½ months after the end of the calendar year in which the event described in clause (i) or (ii) occurred; provided, however, that 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 such Stock would ordinarily be made, the Corporation shall delay delivery of all of such shares of Stock to such Participant until the Participant’s termination of employment with the Corporation and all members of the controlled group of entities of which the Corporation is a member.  Such Stock shall be delivered to such Participant or (if the Participant has elected payment in a form other than a lump sum) commence to be delivered to such Participant as soon as administratively practicable after the date which is six months after the date of such termination of employment.  Subject to the immediately preceding two sentences, the Participant may, by election filed with the Corporation under its Key Employee Deferred Compensation Plan (2005) (or any successor plan or program), and on a form acceptable to the Committee, not later than December 31 of the calendar year before the calendar year of the Grant Date and subject to such terms and conditions as the Committee may specify, elect to have shares of Stock deliverable in respect of vested and nonforfeitable Restricted Stock Units deferred until such later date(s) as shall be specified in such election.  Any deferral election made for such Restricted Stock Units after such December 31 shall be deemed void and without force and effect.

 

All other provisions of the Agreement shall remain unchanged and in full force and effect.

 


 

IN WITNESS WHEREOF, The Chubb Corporation has caused this Amendment to the Agreement to be duly executed this 8 day of September, 2005.

 

 

 

THE CHUBB CORPORATION

 

 

 

 

 

By:

/s/ W. Andrew Macan

 

 

 

Title:

Vice President,

 

 

 

Corporate Counsel and

 

 

 

Secretary