dated as ofStock Purchase Agreement • May 15th, 1997 • Chubb Corp • Fire, marine & casualty insurance • New York
ARTICLE 1 Grant of Proxy; Voting AgreementVoting Agreement • February 10th, 1999 • Chubb Corp • Fire, marine & casualty insurance
Page ---- ARTICLE 1 Definitions Section 1.1. Definitions.................................................. 2 ARTICLE 2 The Merger Section 2.1. The Merger................................................... 6 Section 2.2. Organizational...Agreement and Plan of Merger • February 10th, 1999 • Chubb Corp • Fire, marine & casualty insurance • Delaware
Exhibit 4.12 RIGHTS AGREEMENTRights Agreement • December 11th, 2001 • Chubb Corp • Fire, marine & casualty insurance • New York
March 7, 1997 Mr. David B. Kelso Dear Mr. Kelso: In order to induce you to remain in the employ of The Chubb Corporation (the "Company") and in consideration of your continuing in the Company's employ, the Company agrees to provide the severance...Chubb Corp • March 27th, 1998 • Fire, marine & casualty insurance
andPledge Agreement • June 25th, 2003 • Chubb Corp • Fire, marine & casualty insurance • New York
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 18, 2003Registration Rights Agreement • September 12th, 2003 • Chubb Corp • Fire, marine & casualty insurance • New York
225,000,000 3.95% Notes Due 2008 $275,000,000 5.20% Notes Due 2013Purchase Agreement • September 12th, 2003 • Chubb Corp • Fire, marine & casualty insurance • New York
Exhibit 1.1 The Chubb Corporation 13,500,000 Shares of Common Stock, $1.00 par value Underwriting AgreementChubb Corp • June 25th, 2003 • Fire, marine & casualty insurance • New York
dated as of June 22, 2005 amongCredit Agreement • August 8th, 2005 • Chubb Corp • Fire, marine & casualty insurance • New York
ARTICLE 4 THE SENIOR NOTES AND APPLICABLE OWNERSHIP INTERESTS IN THE TREASURY PORTFOLIOWarrant Agreement • December 13th, 2002 • Chubb Corp • Fire, marine & casualty insurance • New York
December 6, 1995 Mr. John J. Degnan 945 Old Chester Road Far Hills, NJ 07931 Dear Mr. Degnan: In order to induce you to remain in the employ of The Chubb Corporation (the "Company") and in consideration of your continuing in the Company's employ, the...Chubb Corp • March 28th, 1996 • Fire, marine & casualty insurance
EXHIBIT 4.4 [FACE OF NOTE] THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A...Chubb Corp • November 17th, 2003 • Fire, marine & casualty insurance
andRights Agreement • March 30th, 1999 • Chubb Corp • Fire, marine & casualty insurance • New York
andPurchase Contract Agreement • June 25th, 2003 • Chubb Corp • Fire, marine & casualty insurance • New York
dated as of June 23, 2004 amongCredit Agreement • August 6th, 2004 • Chubb Corp • Fire, marine & casualty insurance • New York
AGREEMENT AND PLAN OF MERGER by and among ACE LIMITED, WILLIAM INVESTMENT HOLDINGS CORPORATION and THE CHUBB CORPORATION Dated as of June 30, 2015Agreement and Plan of Merger • July 7th, 2015 • Chubb Corp • Fire, marine & casualty insurance • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 30, 2015 (this “Agreement”), by and among ACE Limited, a company organized under the laws of Switzerland (“Parent”), William Investment Holdings Corporation, a corporation organized under the laws of the State of New Jersey (“Merger Sub”), and The Chubb Corporation, a corporation organized under the laws of the State of New Jersey (the “Company”).
ContractReplacement Capital Covenant • March 30th, 2007 • Chubb Corp • Fire, marine & casualty insurance
Replacement Capital Covenant, dated as of March 29, 2007 (this “Replacement Capital Covenant”), by The Chubb Corporation, a New Jersey corporation (together with its successors and assigns, including any entity surviving or resulting from a merger, consolidation, binding share exchange, sale, lease or transfer of all or substantially all of the assets or other business combination, the “Corporation”), in favor of and for the benefit of each Covered Debtholder (as defined below).
EXHIBIT 4.5 [FACE OF NOTE] THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A...Chubb Corp • November 17th, 2003 • Fire, marine & casualty insurance
THE CHUBB CORPORATION LONG-TERM STOCK INCENTIVE PLAN (2004)Performance Share Award Agreement • March 7th, 2007 • Chubb Corp • Fire, marine & casualty insurance • New Jersey
This PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”), dated as of , 2007, is by and between The Chubb Corporation (the “Corporation”) and [ ] (the “Participant”), pursuant to The Chubb Corporation Long-Term Stock Incentive Plan (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.
THE CHUBB CORPORATION LONG-TERM INCENTIVE PLAN (2014) Restricted Stock Unit AgreementRestricted Stock Unit Agreement • December 21st, 2015 • Chubb Corp • Fire, marine & casualty insurance • New Jersey
This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of December 17, 2015, is by and between The Chubb Corporation (the “Corporation”) and [ ] (the “Participant”), pursuant to The Chubb Corporation Long-Term Incentive Plan (2014) (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.
Exhibit 10.2 AMENDED AND RESTATED SHORT-TERM CREDIT AGREEMENT and AMENDMENT TO MEDIUM-TERM CREDIT AGREEMENT, dated as of June 26, 2003, among THE CHUBB CORPORATION (the "Borrower"), the BANKS listed on the signature pages hereof (the "Banks"),...Short-Term Credit Agreement • August 6th, 2004 • Chubb Corp • Fire, marine & casualty insurance • New York
THE CHUBB CORPORATION LONG-TERM INCENTIVE PLAN (2014) Performance Unit Award AgreementPerformance Unit Award Agreement • March 3rd, 2015 • Chubb Corp • Fire, marine & casualty insurance • New Jersey
This PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”), dated as of [ ], is by and between The Chubb Corporation (the “Corporation”) and [ ] (the “Participant”), pursuant to The Chubb Corporation Long-Term Incentive Plan (2014) (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.
THE CHUBB CORPORATION LONG-TERM STOCK INCENTIVE PLAN (2004) RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 7th, 2007 • Chubb Corp • Fire, marine & casualty insurance • New Jersey
This RESTRICTED STOCK UNIT AGREEMENT, dated as of , is by and between The Chubb Corporation (the “Corporation”) and (the “Participant”), pursuant to The Chubb Corporation Long-Term Stock Incentive Plan (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.
THE CHUBB CORPORATION LONG-TERM STOCK INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS (2004)Performance Share Award Agreement • March 7th, 2007 • Chubb Corp • Fire, marine & casualty insurance • New Jersey
This Amendment No. 1 (this “Amendment”), is made and entered into as of , 2007 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 Amendment conflicts with any provision of the Plan (as either may be interpreted from time to time by the Committee), the Plan shall control.
RECITALSStock Option Agreement • February 10th, 1999 • Chubb Corp • Fire, marine & casualty insurance • Delaware
THE CHUBB CORPORATION LONG-TERM STOCK INCENTIVE PLAN (2004)Performance Share Award Agreement • March 7th, 2007 • Chubb Corp • Fire, marine & casualty insurance • New Jersey
This Amendment No. 1 (this “Amendment”), is made and entered into as of , 2007 by and between The Chubb Corporation (the “Corporation”) and (the “Participant”), pursuant to The Chubb Corporation Long-Term Stock Incentive Plan (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 Amendment conflicts with any provision of the Plan (as either may be interpreted from time to time by the Committee), the Plan shall control.
Exhibit 10.2 THE CHUBB CORPORATION LONG-TERM STOCK INCENTIVE PLAN (2004) PERFORMANCE SHARE AWARD AGREEMENT This PERFORMANCE SHARE AWARD AGREEMENT, dated as of _____________, 2006, is by and between The Chubb Corporation (the "Corporation") and...Performance Share Award Agreement • May 5th, 2006 • Chubb Corp • Fire, marine & casualty insurance • New Jersey
The Chubb Corporation 6% Senior Notes due 2037 UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2007 • Chubb Corp • Fire, marine & casualty insurance • New York
The Chubb Corporation, a New Jersey corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom the Underwriters named above are acting as Representatives, $800,000,000 principal amount of its 6% Senior Notes due 2037 identified in Schedule II hereto (the “Securities”), to be issued under an indenture dated as of October 25, 1989 (as supplemented, the “Indenture”), between the Company and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Trust Company, N.A., as successor to Bank One Trust Company, N.A. (formerly The First National Bank of Chicago)), as trustee (the “Trustee”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Regi
ContractChubb Corp • May 6th, 2008 • Fire, marine & casualty insurance • New York
This Security is a Global Security within the meaning of the Indenture (as defined on the Reverse of this Security) hereinafter referred to and is registered in the name of The Depository Trust Company (the “Depository”) or a nominee of the Depository. This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture and may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository. Unless this Security is presented by an authorized representative of the Depository (55 Water Street, New York) to The Chubb Corporation or its agent for registration of transfer, exchange or payment, and any Security issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depository and any payment hereon is made to
This Agreement dated the 5th day of December 2002Corporation Special Non Employee Director Stock Option Agreement • December 9th, 2002 • Chubb Corp • Fire, marine & casualty insurance
THE CHUBB CORPORATION LONG-TERM STOCK INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS (2004) STOCK UNIT AGREEMENTStock Unit Agreement • March 8th, 2006 • Chubb Corp • Fire, marine & casualty insurance • New Jersey
STOCK UNIT AGREEMENT, dated as of April 25, 2006, 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.
THE CHUBB CORPORATION LONG-TERM STOCK INCENTIVE PLAN (2004) Non-statutory Stock Option Award AgreementNon-Statutory Stock Option Award Agreement • March 9th, 2005 • Chubb Corp • Fire, marine & casualty insurance • New Jersey
This NON-STATUTORY STOCK OPTION AWARD AGREEMENT, dated as of March 3, 2005, is by and between The Chubb Corporation (the “Corporation”) and [ ] (the “Participant”), pursuant to The Chubb Corporation Long-Term Stock Incentive Plan (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.
The Chubb Corporation Up to $460,000,000Remarketing Agreement • May 15th, 2006 • Chubb Corp • Fire, marine & casualty insurance • New York
This Agreement is dated May 11, 2006 (the “Agreement”) by and between The Chubb Corporation, a New Jersey corporation (the “Company”), and the several remarketing agents named in Schedule I hereto (each a “Remarketing Agent” and collectively, the “Remarketing Agents”), for whom Citigroup Global Markets Inc. (the “Representative”) is acting as representative, and JPMorgan Trust Company, N.A. (as successor to Bank One Trust Company, N.A.), not individually but solely as Purchase Contract Agent (the “Purchase Contract Agent”) and as attorney-in-fact of the holders of Equity Units (as defined in the Purchase Contract Agreement referred to below).
THE CHUBB CORPORATION LONG-TERM STOCK INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS (2004) PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • March 7th, 2007 • Chubb Corp • Fire, marine & casualty insurance • New Jersey
This PERFORMANCE SHARE AWARD AGREEMENT, dated as of April 24, 2007, is by and between The Chubb Corporation (the “Corporation”) and (the “Participant”), pursuant to The Chubb Corporation Long-Term Stock Incentive Plan 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.
