2003 Committee Charter : CB

The Chubb Corporation
Corporate Governance & Nominating Committee Charter
Purpose
The Corporate Governance & Nominating Committee is appointed by the Board to assist the Board in (a) identifying
individuals qualified to become members of the Board, (b) recommending to the Board categorical standards of independence
for members of the Board and monitoring the independence of the directors, (c) recommending director nominees to the
Board , (d) recommending to the Board appointments to each committee of the Board, (e) recommending to the Board the
designees for chairmen of each committee of the Board, (f) recommending to the Board the Corporate Governance Guidelines
for the Corporation, (g) recommending to the Board the Insider Trading Policy and Procedures for the Corporation, and (h)
overseeing an annual evaluation of the Board and of each committee of the Board.
Committee Membership
The Corporate Governance & Nominating Committee shall consist of at least three directors who shall be appointed by the
Board. Corporate Governance & Nominating 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 Corporate Governance & Nominating 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.
Committee Structure and Operations
The Board shall designate one member as the Chairman of the Corporate Governance & Nominating Committee. Such
person shall also serve as a member of the Executive Committee of the Board. The Corporate Governance & Nominating
Committee shall meet in person or telephonically at least four times a year at a time and place determined by the Chairman of
the Corporate Governance & Nominating Committee, with further meetings to occur, or actions to be taken by unanimous
written consent, when deemed appropriate or desirable by the Chairman of the Corporate Governance & Nominating
Committee. The Corporate Governance & Nominating Committee may, in its discretion, form and delegate authority to one
or more subcommittees.
The Chairman of the Corporate Governance & Nominating Committee may invite such members of management to attend
meetings or portions thereof of the Corporate Governance & Nominating Committee as the Corporate Governance &
Nominating Committee may deem desirable or appropriate.
Goals and Responsibilities
The principal goals of the Corporate Governance & Nominating Committee are (a) to recruit qualified independent directors,
consisting of persons with diverse backgrounds and skills who have the time and ability to exercise independent judgment and
perform the Board's oversight function effectively and who meet the needs of the Board as determined by the Board based on
the assessment and recommendation of the Corporate Governance & Nominating Committee from time to time, (b) to
identify the respective qualifications needed for directors serving on the committees of the Board and serving as chairmen of
such committees, and to recommend to the Board the nomination of persons meeting such respective qualifications to the
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appropriate committees of the Board and as chairmen of such committees, and (c) to take a leadership role in shaping the
corporate governance of the Corporation.
In furtherance of its goals, the following shall be the regular responsibilities and duties of the Corporate Governance &
Nominating Committee
1. To assess and recommend to the Board, based on the nature, size and complexity of the Corporation and the stage of its
development, from time to time, (a) the size of the Board, (b) the structure and operations (including authority to
delegate to subcommittees) of standing committees of the Board and the appropriate number of persons to serve on
each, (c) the appropriate mix of skills and experience and background needed for the members of the Board and for the
members of each of the standing committees of the Board so that each of the Board and each such committee has the
necessary tools to perform its respective functions effectively, (d) committee member appointment and removal
authority; and (e) committee reporting to the Board.
2. To develop and recommend to the Board standards to be applied in making determinations as to the absence of
material relationships between the Corporation and a Director.
3. To determine whether any transaction or activity (including any request for a charitable contribution) proposed to be
entered into between a director or members of his or her immediate family (or any entity with which the director or
members of his or her immediate family are affiliated) and the Corporation, which is not within a category of
independence established by the Board, may be entered into without impairing the independence of such director.
4. To receive and review an annual questionnaire furnished by each director identifying relationships between such
director and members of his or her immediate family and the Corporation and recommending to the Board whether
any such relationships are material or whether they are within categorical standards of independence adopted by the
Board.
5. To actively seek individuals, as the Corporate Governance & Nominating Committee deems desirable or appropriate,
who are qualified to become Board members for recommendation to the Board. In doing so, the Corporate Governance
& Nominating Committee may, but is not required to, consider candidates proposed by management.
6. To determine (a) the appropriate schedule for regular executive sessions of the non-management directors, (b) whether,
in the event the Chairman of the Board is a member of management, a single presiding director shall be selected for all
such executive sessions or whether a procedure should be used for the selection of the presiding director, and (c) a
method to be disclosed by the Corporation for interested parties to be able to communicate concerns directly to the
Chairman of the Board or, in the event the Chairman of the Board is a member of management, the presiding director
or with the non-management directors as a group.
7. To establish procedures for the Corporate Governance & Nominating Committee to exercise oversight of the
evaluation of the Board and of the committees of the Board.
8. To review and reassess the adequacy of the Corporate Governance Guidelines of the Corporation and recommend any
proposed changes to the Board for approval.
9. To review and determine whether to grant any requested waiver of the Corporation's Insider Trading Policy and
Procedures for any director or any person designated from time to time by the Board as an Executive Officer of the
Corporation.
10. To receive and review any shareholder recommendations for director nominations, provided that such
recommendations are submitted to the Corporation in accordance with the requirements and procedures set forth in
the Corporation's By-Laws.
11. To make regular reports of its proceedings to the Board, which may take the form of oral reports given by the Chairman
of the Committee or by any other member of the Committee designated from time to time by the Chairman or the
Committee to make such reports.
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12. To review and approve the form and amount of compensation for any of the non-management directors for service on
the Board and its respective committees proposed by the Organization & Compensation Committee.
13. To review periodically any stock ownership guidelines applicable to the non-management directors and to recommend
to the Board adoption and/or revisions to any such guidelines, as the Corporate Governance & Nominating
Committee may deem desirable or appropriate.
Annual Performance Evaluation and Charter Review
The Corporate Governance & Nominating Committee shall review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval.
The Corporate Governance & Nominating Committee shall produce and provide to the Board an annual performance
evaluation of the Corporate Governance & Nominating Committee, which evaluation shall compare the Corporate
Governance & Nominating Committee's performance with the requirements of this Charter. The performance evaluations
shall be conducted in such manner as the Corporate Governance & Nominating Committee deems desirable or appropriate.
The report to the Board may take the form of an oral report by the Chairman of the Corporate Governance & Nominating
Committee or by any other member of the Corporate Governance & Nominating Committee designated from time to time by
the Corporate Governance & Nominating Committee or by the Chairman of the Corporate Governance & Nominating
Committee to make such report.
Resources and Authority
The Corporate Governance & Nominating Committee shall have the resources and authority as it deems desirable or
appropriate to discharge its duties and responsibilities, including the authority to obtain advice and 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 Corporate Governance & Nominating Committee shall have the
sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to
approve the search firm's fees and other retention terms.
Form 99-10-0747 (Ed. 3/03)