Fill and Sign the Corporate Governance Chubb Limited Investor Relations Form

EMPLOYEES SAVINGS (THRIFT) PLANS §22.106 December 199822-161 THE PROFIT SHARING PLAN OF THE CHUBB CORPORATION, CHUBB & SON INC. AND PARTICIPATING AFFILIATES (1987) ARTICLE I D EFINITIONS S ECTION 1.0. “Board of Directors” means the board of directors of the Company. S ECTION 1.1. “Capital Accumulation Plan” means the Capital Accumulation Plan of The Chubb Corporation, Chubb & Son Inc. and Participating Affiliates. SECTION 1.2.Classification of Participants. (A) “Participant” means a person described in Section 2.1 and an Employee who has begun participation pursuant to Section 2.2(B). (B) “Former Participant” means an individual who was formerly a Participant but who is no longer an Employee. SECTION 1.3. “Company” means The Chubb Corporation. S ECTION 1.4. “Compensation” means aggregate remuneration received by an Employee, while a Participant, for Service with an Employer, excluding Employer payments under thi s Plan, contributions to any pension plan, Employer Contributions to the Capital Accumula tion Plan, any special awards or contributions to any group insurance or benefit plan, except that in the case of an Employee who receives remuneration under an employment contract, “Compensation” shall mean total compensation payable to such Employee under such c ontract in respect of a Plan Year, whether or not received by the employee in that Plan Year and, for an Employee who elects to have a pay conversion contribution made pursuant to Section 4.2 of the Capital Accumulation Plan, “Compensation” shall include the amount of such contribut ion. “Compensation” includes wage continuation payments (without reduction on account of any disability payments received by the Participant under state worker’s compensation laws) pai d by an Employer to a disabled Participant. “Compensation” shall also include awards made pursuant to The Chubb Corporation Annual Incentive Plan in the year such award would normally be paid. “Compensation” does not include compensation paid for a leave of absence in exc ess of one year, does not include any remuneration paid in the Plan Year in which a Part icipant retires for vacation that was not taken, or any remuneration received pursuant to The Chubb Corporation Annual Incentive Plan if the amount was previously included as “Compensation” in any Plan Year under this Plan. SECTION 1.5. “Computation Period” means the Eligibility Computation Period or the Plan Year as the case may be. SECTION 1.6. “Effective Date” means January 1, 1987. S ECTION 1.7. “Eligibility Computation Period” means (i) in the case of both newly hired. Employees and Employees who have been rehired but whose prior Eligibility Years of Service are disregarded pursuant to Section 2.3 hereof, the 12-consecutive-month period beginning with the date (either before or after the Effective Date) on which the Employee first performs an Hour of Service for an Employer (the “Employment Commencement · Date”), and (ii) the suc ceeding 12-consecutive-month periods beginning on the anniversaries of the Employment Commencement Date, provided, however, that in the event the Employee fails to c omplete 1,000 §22.106 PROXY STATEMENTS: STRATEGY & FORMS 22-162© 1998 Jefren Publishing Company, Inc. Hours of Service in the 12-?? ecutive-month period beginning with the Employment Commencement Date, the Eligibility Computation Period shall be the Plan Yea r which includes the first anniversary of the Employment Commencement Date and succeeding Plan Years. EMPLOYEES SAVINGS (THRIFT) PLANS §22.106 December 199822-163 SECTION 1.8. “Eligibility Year of Service” means an Eligibility Computation Period during which an Employee completes 1,000 Hours of Service with the Employer. SECTION 1.9. “Employee” means any individual (including without limitation any officer of an Employer, whether or not such officer is a director of an Employer) treated by an Empl oyer as in the employment of the employer in the United States or on the United States payrol l of an Employer. SECTION 1.10. “Employer” means (1) the Company and (2) any subsidiary or affiliate participating in this Plan. Any subsidiary or affiliate not participating in this Pla n on the Effective Date may do so thereafter by (1) having its board of directors adopt this Plan, a nd (2) obtaining the consent to such adoption by the Board of Directors. SECTION 1.11. “Entry Date” means the first day of January, April, July or October subsequent to the Effective Date. SECTION 1.12. “Hour of Service” means: (A) Performance of Duties. Each hour for which an Employee is directly or indirectly paid, or entitled to payment by an Employer for the performance of duties during any Computation Period. Without respect to when any such payments are made, such hours shall be credited to the Employee for any Computation Period during which the duties were performed. (B) Back Pay. Each hour of service for which back pay, irrespective of mitigation of damages, has been either awarded or agreed to by an Employer, provided, however that no credit is or has been given for any such hours under paragraph (A) above. Any such hours shall be credited to the Employee for the Computation Period to which the award or agreement pertains without respect to the Computation Period during which such payment i s made. (C) Leave of Absence. Each hour for which the Employee would have customarily performed duties for an Employer, based on a normal work week, during which the Employee was on an approved leave of absence. (D) Special Rule for Break in Service. Solely for the purpose of determining if there has occurred a One Year Break in Service, an Hour of Service is, in addition to the Hours of Service defined in paragraphs (A), (B) and (C) each hour for which an Employee is directly or indirectly paid or entitled to such payment by an Employer for any reasons (including without limitation, vacation, sickness or disability), provided, however, that such payment is not for the performance of duties during an Eligibility Computation Period. Without respec t to when any such hours accrue, such hours shall be credited to the Employee for an Eligibility Computation Period during which the earlier of the following occurs: (a) payment is actually made, or (b) amounts payable to the Employee come due. Such Hours of Service shall be determined by dividing (a) the aggregate of the payments received or due for re asons other than performance of duties; by (b) the lesser of (1) the Employee’s most recent hourly rate of compensation for the performance of duties; or (ii) the Employee’s average hourly rate (excluding overtime, if any) of compensation for the performance of duties for the most recent Eligibility Computation Period in which the Employee completed more t han 500 hours. (E) Determination of Hours of Service. An Employee’s Hours of Service shall be ascertained from the record of hours worked or hours for which payment is made or owing. §22.106 PROXY STATEMENTS: STRATEGY & FORMS 22-164© 1998 Jefren Publishing Company, Inc. For the purpose of determining Hours of Service completed prior to January 1, 1987, whatever records which may be reasonably accessible will be used to make whatever calculations are necessary to determine the approximate number of Hours of EMPLOYEES SAVINGS (THRIFT) PLANS §22.106 December 199822-165 Service completed during ‘such prior period or periods. In the event such accessible records are insufficient to make such an approximation for a particular Employee or group of Employees, a reasonable estimate will be made of the Hours of Service completed by such Employee or Employees during the particular period. (F) Special Rule for Maternity or Paternity Leave. Solely for the purpose of determining if there has occurred a One Year Break in Service, if an Employee is absent from employment because of pregnancy. the birth of the Employee’s child, the placement of a child with the Employee for adoption, or the need to care for such child during the period immediately following such birth or placement, the following hours shall be considered as Hours of Service for purposes of this Section 1.12: (i) The Hours of Service which otherwise would normally have been credited to such Employee but for such absence, or, (ii) in any case in which the Profit Sharing Committee is unable to determine t he number of hours described in subsection (i), eight (8) Hours of Service per day of absence. No more than five hundred one (501) Hours of Service need be credited under this paragraph (F) to an Employee because of such pregnancy or placement. The Hours of Service described in subsections (i) and (ii) above shall be treated as Hours of Service under this paragraph (F) for purposes of computing an Eligibility Year of Service in the year in which the absence from employment begins if an Employee would be prevented from incurring a One Year Break in Service in such year solely because the pe riod of absence is considered as Hours of Service under subsections (i) or (ii) above. In any other case such Hours of Service under this paragraph (F) shall be considered as Hours of Service in the immediately following year. Hours of Service shall not be credited to an Employee under this paragraph (F) unless such Employee furnishes to the Profit Sharing Committee such timely information as the Profit Sharing Committee may require to establish that the absence from employme nt is for the reasons described above and to establish the number of days for which there was such an absence. S ECTION 1.13. “One Year Break in Service” means an Eligibility Computation Period during which the Employee fails to complete more than 500 Hours of Service. SECTION 1.14. “Plan” means this Profit Sharing Plan of The Chubb Corporation, Chubb & Son Inc. and Participating Affiliates (1987). SECTION 1.15. “Plan Year” means the calendar year. S ECTION 1.16. “Retirement Date” means the Participant’s Normal or Early Retirement Da te under the Pension Plan of The Chubb Corporation, Chubb & Son Inc. and Participating Affiliates 1985, or, if later, the date of his termination of employment after age 65. SECTION 1.17. “Service with an Employer” means any period of employment as an Employee of an Employer. Service with an Employer shall also include employment with any corporation or firm (“Merging Firm”) to which any Employer became a successor after t he Effective Date, if the Board of Directors so specifies as to all employees of such Merging Firm. Periods during which an Employee is on an approved leave of absence shall be counted as Service with an Employer. §22.106 PROXY STATEMENTS: STRATEGY & FORMS 22-166© 1998 Jefren Publishing Company, Inc. ARTICLE II P ARTICIPATION S ECTION 2.1.Participants immediately Prior to Effective Date. Each person who was a Participant in the Capital Accumulation Plan on December 31, 1986 shall be a Part icipant in the Plan on the Effective Date provided such Participant is still an Employee on such date. SECTION 2.2.Employees Who Become Participants On or After Effective Date. (A) Eligibility. (i) Subject to the provisions of Section 2.3 hereof. an employee who was not a Participant at any time prior to the Effective Date shall be eligible to be a Participant upon the completion of either: (1) one Eligibility Year of Service and the attainment of hi s 21st birthday: or (2) two Eligibility Years of Service. For purposes of this Article II, Hours of Service with T he Colonial Life Insurance Company of America and/or United Life and Accident Insurance Company shall be treated as Hours of Service with the Employer for purposes of determining an Employee’s number of Eligibility Years of Service. (ii) Former Participants. A Former Participant who has had one or more One Year Breaks in Service will become a Participant on the date he is rehired. (B) Participant, Commencement and Duration of Participation. An Employee who is eligible to be a Participant pursuant to Section 2.2(A) shall become a Participant and commence participation in the Plan on the Entry Date coincident with or next following the date on which he became eligible to be a Participant, provided, however, that such Employee is still an Employee on such Entry Date. In the event he is not an Employee on such Entry Date, but is an Employee on any Entry Date subsequent thereto. such Employee shall become a Partici pant on such succeeding Entry Date subject, however, to the provisions of Section 2.3. All Participant s shall continue to be Participants, unless they have become Former Participants. SECTION 2.3.Certain Breaks in Service by Non-Participants. For purposes of Section 2.2(A)(1), in computing the Eligibility Years of Service of an Employee who has not become a Participant, and who incurs a One Year Break in Service, any Eligibility Year of Se rvice completed prior to such break shall be disregarded. Nothing in this paragraph to the contra ry shall be construed as preventing an Employee whose prior Eligibility Years of Service are not counted by reason of operation of this Section 2.3 from becoming a Participant by subsequently satisfying the requirements of Section 2.2. EMPLOYEES SAVINGS (THRIFT) PLANS §22.106 December 199822-167 ARTICLE III P ROFIT SHARING S ECTION 3.1. (A) As soon as practical after the close of each Plan Year beginning after December 31, 1986 the Employer shall pay to each eligible Participant a cash bonus equal to the percentage of such Participant’s Compensation for such Plan Year derived under the following schedule: If the consolidated return on premiums earned by the Property.and Casualty Insurance Subsidiaries for the Plan Year is: The percentageof eligible pay is: Less than 0% ............................................................................................... 0% More than 0% up to but not in excess of 2.5% ........................................... 1% More than 2.5% up to but not in excess of 5% ............................................ 2% More than 5% up to but not in excess of 7% ............................................... 3% More than 7% up to but not in excess of 8.5% ........................................... 4% More than 8.5% up to but not in excess of 10% ......................................... 5% More than 10% up to but not in excess of 11% .......................................... 6% More than 11% up to but not in excess of 12% .......................................... 7% More than 12% ............................................................................................ 8% provided, however, that (i) no such payments shall be made unless the Corporation has declared four quarterly cash dividends on its outstanding Common Stock during the Plan Year for which the payment is to be made, (ii) the aggregate of such payments for such Plan Year by all Employers shall not exceed the amount declared as dividends on the outstanding Common Stock of the Corporation during such Plan Year, (iii) no payment shall be made for a Plan Year t o a Participant who has elected to participate in The Chubb Institute Cash Incenti ve Bonus Plan for such Plan Year, and (iv) the payment for a Plan Year for a Participant who is an em ployee of The Chubb Institute Inc. and who is not participating in the Chubb Institute Cash Incentive Bonus Plan for such Plan Year shall not exceed 6% of such Participant’s Compensation. The term “consolidated return on premiums earned” for any year shall mean the aggregate of (a) the consolidated net underwriting profits for such year of the property and casualty insura nce subsidiaries and (b) the portion of investment income for such year attributable to the consolidated net unpaid claims of the property and casualty insurance subsidiaries divided by consolidated premiums earned of the property and casualty insurance subsidiaries determined in accordance with generally accepted accounting principles. If either (a) or (b) is a negative number, then such negative number shall be offset against the positive number. The term “consolidated net underwriting profits” for any year shall mean the consolida ted net underwriting income or loss of the property and casualty insurance subsidiaries determined in accordance with generally accepted accounting principles prior to the deduction of, or credit for, Federal and foreign income taxes. The “portion of investment income attributable to the consolidated net unpaid claims of the property and casualty insurance subsidiaries” for any year shall be arrived at by first determining that percentage which investment income, after Federal and foreign income taxes but excluding §22.106 PROXY STATEMENTS: STRATEGY & FORMS 22-168© 1998 Jefren Publishing Company, Inc. realized gains and losses, of the Corporation and its property and casualty insurance subsidiaries for such year, is of one-half of the sum of (x) invested assets of the Corporation and its property and casualty insurance subsidiaries at the end of such year and (y) invested assets of the Corporation and its property and casualty insurance EMPLOYEES SAVINGS (THRIFT) PLANS §22.106 December 199822-169 subsidiaries at the end of the prior year. all in accordance with generally accepted accounting principles. Such percentage shall be applied to one half of the sum of (x) net unpaid cla ims of the property and casualty insurance subsidiaries at the end of such year and (y) net unpaid claim s of the property and casualty insurance subsidiaries at the end of the prior year, such unpaid c laims to be in accordance with generally accepted accounting principles. When the consolidated return on premiums earned for the Plan Year is so close to the l ine between any two brackets that the contribution on the bracket determining the higher percentage puts the ratio in the bracket for the lower percentage, and vice versa, the contributi on will be determined by the higher percentage. (B) For the purpose of this Section 3.1, a Participant is an eligible Participant if (i) he is actively employed as an Employee by the Employer on the last day of the Plan Yea r and had at least 1,000 Hours of Service during such Plan Year or (ii) he died or retired under the Employer’s qualified pension plan during the Plan Year. ARTICLE IV G ENERAL PROVISIONS S ECTION 4.1.New York Law to Govern. The provisions of this Plan shall be construed and administered and enforced according to the laws of the State of New York. SECTION 4.2.Payments in the Event of Death of Member. A Participant may designate a beneficiary or beneficiaries to receive benefits under this Plan after his death by filing with the Profit Sharing Committee a written notice of such designation identifying the benefi ciary. He may revoke or change such designation by written notice filed with the Profit Sharing Com mittee any time prior to his death. Benefits payable under this Plan after the death of a Participant shall be paid to his validly designated beneficiary, or if he failed to designate a be neficiary, or if such beneficiary failed to survive him, such benefits shall be paid to his spouse (in the ea se of a married Participant) or if no spouse survives him, such benefits shall be paid to his estat e. If there is doubt as to the right of any beneficiary to receive any amount, the Employer may retain such amount until the rights thereto are determined, or it may pay such amount into any court of appropriate jurisdiction, in either of which events neither the Profit Sharing Committee , nor any Employer shall be liable for any interest on such amount or shall be under any other liabi lity to any person in respect of such amount. SECTION 4.3.Payee Incompetent. If the Profit Sharing Committee determines that any person entitled to payments under this Plan is an infant or incompetent by reason of physic al or mental disability, it may cause all payments thereafter becoming due to suc h person to be made to any other person for his benefit, without responsibility to follow the application of amount s so paid. Payments made pursuant to this Section shall completely discharge the Profit Sharing Committee and the Employers. SECTION 4.4.Communication: Forms. All communications in connection with this Plan made by an Employee, a Participant or a beneficiary of a Participant shall bec ome effective only when duly executed on forms (if applicable) provided by the Profit Sharing Committee and filed with it. SECTION 4.5.Number and Gender. The masculine pronoun shall include the feminine pronoun and vice versa, and the singular number shall include the plural number unless the §22.106 PROXY STATEMENTS: STRATEGY & FORMS 22-170© 1998 Jefren Publishing Company, Inc. context of the Plan otherwise requires. EMPLOYEES SAVINGS (THRIFT) PLANS §22.106 December 199822-171 SECTION 4.6.Procedure of Payee Unknown. If any payment is returned to the Employer and the Profit Sharing Committee is unable, within six years after the payment became due, to ascertain the identity and whereabouts of the person to whom payment is due by mailing notice (registered mail, return receipt requested) to the last known address shown on the records of t he Profit Sharing Committee or Employer, and the person to whom payment is due has not made written claim therefor within such period, the Profit Sharing Committee and Employer wi ll have no further obligation to make any payment. SECTION 4.7.No Segregation of Cash. No Employer shall be required to segregate any cash or other property, and no Employer shall be deemed to be a trustee of any property for the benefit of Participants, in connection with this Plan. The rights of any Participant or beneficiary under this Plan shall be limited to those of an unsecured creditor of the Employer. SECTION 4.8.Payment of Costs of Plan. The Employers shall pay all costs of the establishment, operation and administration of this Plan. SECTION 4.9.Transfer of Employment. A transfer of employment between Employers shall not be considered a termination of employment, and the rights of a Participant shall not be affected in any manner whatsoever by the fact that he has transferred employment bet ween Employers. SECTION 4.10.Effect of Headings. The table of contents, section headings and numbers herein are included for convenience of reference only; and if there shall be any conflic t between any such table of contents, headings and numbers and the text of this Plan, the text shall control. ARTICLE V A MENDMENT , T ERMINATION AND MERGER S ECTION 5.1.Amendment, Termination. It is the intention of the. Company and each Employer that this Plan be a permanent program; however, the Company reserves the right by action of its Board of Directors to alter, amend or modify the Plan or any provisions hereof at any time without any consent of the Participants, and each Employer reserves the right to terminate by action of its board of directors its participation in this Plan, provided, howe ver, that without the approval of the shareholders of the Company, no such amendment by the Board of Directors shall increase the amount payable by any Employer under the Plan above that pa yable under the terms of Section 3.1(A) of the Plan as last approved by the shareholders of the Company. The Chubb Corporation 3/16/87