2003 Committee Charter : CB

The Chubb Corporation
Organization & Compensation Committee Charter
Purpose
The Organization & Compensation Committee is appointed by the Board to (a) discharge the Board's responsibilities relating
to compensation of the Corporation's executives, (b) produce an annual report on executive compensation for inclusion in the
Corporation's proxy statement in accordance with applicable rules and regulations of the SEC, and (c) determine the form and
amount of compensation for the non-management directors of the Board, subject to review by the Corporate Governance &
Nominating Committee and approval by the Board. .
Committee Membership
The Organization & Compensation Committee shall consist of at least three directors who shall be appointed by the Board on
recommendation of the Nominating & Governance Committee. Organization & Compensation Committee members shall
serve at the pleasure of the Board for such term or terms as the Board may determine and may be replaced by the Board.
Each of the members of the Organization & Compensation Committee shall be a member of the Board and shall otherwise be
independent from the Corporation under applicable standards for director independence of the New York Stock Exchange. In
addition, each of the members of the Organization & Compensation Committee shall meet the requirements of an "outside
director" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, and the requirements of a "nonemployee
director" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
Committee Structure and Operations
The Board shall designate one member as the Chairman of the Organization & Compensation Committee. Such person shall
also serve as a member of the Executive Committee of the Board. The Organization & Compensation Committee shall meet in
person or telephonically at least four times a year at a time and place determined by the Chairman of the Organization &
Compensation Committee, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed
desirable or appropriate by the Chairman of the Organization & Compensation Committee. The Organization &
Compensation Committee may, in its discretion, form and delegate authority to one or more subcommittees.
The Chairman of the Organization & Compensation Committee may invite such members of management to attend meetings
or portions thereof of the Organization & Compensation Committee as the Organization & Compensation Committee may
deem desirable or appropriate, consistent with the maintenance of the confidentiality of compensation decisions. The
Company's Chief Executive Officer (CEO) should not attend any portion of any meeting during which the CEO's performance
or compensation are discussed, unless specifically invited to do so by the Chairman of the Organization & Compensation
Committee.
Duties and Responsibilities
The following shall be the principal duties and responsibilities of the Organization & Compensation Committee:
1. In consultation with senior management, to establish the Corporation's general compensation philosophy and oversee
the development and implementation of compensation, benefit and perquisite programs.
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2. To review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance
in light of these goals and objectives and set the CEO's compensation level based on this evaluation. In determining
the long-term incentive component of CEO compensation, the Organization & Compensation Committee shall
consider, among other factors it deems desirable or appropriate from time to time, the Corporation's performance and
shareholder return (or other criteria) during such periods as the Organization & Compensation Committee may deem
desirable or appropriate and the value of similar incentive awards to CEOs at comparable companies.
3. To produce an annual report on executive compensation for inclusion in the Corporation's proxy statement in
accordance with applicable rules and regulations of the SEC.
4. To make recommendations to the Board with respect to incentive compensation plans and equity-based plans.
5. To discharge any responsibilities imposed on the Organization & Compensation Committee under any of the
Corporation's compensation plans or programs.
6. To oversee the Corporation's compliance with regulations with respect to compensation matters and with its policies
on structuring compensation programs to preserve tax deductibility and, as and when required, to establish performance
goals and certify that performance goals have been obtained for purposes of Section 162(m) of the Internal Revenue
Code.
7. In consultation with management, as desirable or appropriate in the discretion of the Organization & Compensation
Committee, to oversee the evaluation of the Corporation's senior management.
8. To establish and maintain a corporate succession plan for the CEO and the rest of senior management.
9. To review and approve any severance or similar termination arrangements proposed to be made with any current or
former members of senior management.
10. To determine the form and amount of compensation for the non-management directors for service on the Board and its
respective committees, to review any such proposed determination with the Corporate Governance & Nominating
Committee for consideration of applicable rules and regulations relating to maintaining the independence of such
directors and committee members and to submit the final determination of non-management director compensation to
the Board for approval.
11. To review periodically any stock ownership guidelines applicable to senior management of the Corporation and to
recommend to the Board adoption and/or revisions to any such guidelines, as the Organization & Compensation
Committee may deem desirable or appropriate.
12. To make regular reports of its proceedings to the Board, which may take the form of oral reports given by the Chairman
of the Organization & Compensation Committee or by any other member of the Organization & Compensation
Committee designated from time to time by the Chairman of the Organization & Compensation Committee or by the
Organization & Compensation Committee to make such reports.
Annual Performance Evaluation and Charter Review
The Organization & Compensation Committee shall review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval.
The Organization & Compensation Committee shall produce and provide to the Corporate Governance & Nominating
Committee an annual performance evaluation of the Organization & Compensation Committee, which evaluation shall
compare the Committee's performance with the requirements of this Charter. The performance evaluation shall be conducted
in such manner as the Organization & Compensation Committee deems desirable or appropriate. The report to the Corporate
Governance & Nominating Committee may take the form of an oral report by the Chairman of the Organization &
Compensation Committee or by any other member of the Organization & Compensation Committee designated from time to
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time by the Organization & Compensation Committee or the Chairman of the Organization & Compensation Committee to
make such report.
Resources and Authority
In carrying out its responsibilities, the Organization & Compensation Committee shall have the resources and authority the
Organization & Compensation Committee may deem desirable or appropriate to discharge its duties and responsibilities,
including the authority to obtain advice or assistance from internal or external legal, human resource, accounting or other
experts, advisors or consultants as it deems desirable or appropriate, without seeking approval of the Board or management.
The Organization & Compensation Committee shall have the sole authority to retain and terminate any compensation
consultant to be used to assist in the evaluation of director, CEO or senior management compensation and to approve any such
consultant's fees and other retention terms. The Organization & Compensation Committee may consult with management
regarding the retention, compensation and termination of any such compensation consultant but may not delegate the
ultimate authority for any such responsibilities.
Form 99-10-0749 (Ed. 3/03)