<PAGE> 1
As filed with the United States Securities and Exchange Commission on July 31,
1996.
Registration No.
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
----------------------
THE CHUBB CORPORATION
(Exact name of issuer as specified in its charter)
NEW JERSEY 13-2595722
(State or other jurisdiction (I.R.S. Employer
of Incorporation) Identification Number)
15 MOUNTAIN VIEW ROAD
P.O. BOX 1615
WARREN, NEW JERSEY 07061-1615
(Address of principal executive offices) (Zip Code)
----------------------
THE CHUBB CORPORATION
LONG-TERM STOCK INCENTIVE PLAN (1996)
(Full title of the plan)
----------------------
HENRY G. GULICK, Vice President and Secretary
THE CHUBB CORPORATION
15 Mountain View Road
P.O. Box 1615
Warren, New Jersey 07061-1615
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
908-903-3576
----------------------
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered(1) share (2) price (2) fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 14,000,000 $41.625 $582,750,000 $200,948.28
($1.00 par value) Shares
- --------------------------------------------------------------------------------
</TABLE>
(1) Plus an indeterminate number of additional shares which may be offered
and issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions. The maximum number of shares of
Common Stock in respect of which Awards may be made under the Plan
shall be 8,730,000 shares of Common Stock plus up to an additional
5,270,000 shares of Common Stock to the extent such shares of Common
Stock are reacquired by the Corporation, including shares purchased in
the open market, after April 23, 1996.
(2) The 14,000,000 shares are issuable under the Long-Term Stock Incentive
Plan (1996). The proposed maximum aggregate offering price is based
upon the average sales price on the New York Stock Exchange on July 29,
1996.
2
<PAGE> 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Chubb Corporation (the "Company") hereby incorporates, or will be
deemed to have incorporated, herein by reference the following documents:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 1995;
(3) The description of the Company's Common Stock contained in the
Company's most recent Exchange Act registration statement, including any
amendment thereto or report filed for the purpose of updating such description;
and
(4) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Reference is made to Section 14A:3-5 of the New Jersey Business
Corporation Act as to indemnification by the Registrant of officers and
directors.
Article Twelfth of the Company's Restated Certificate of Incorporation
provides as follows with respect to the indemnification of the Corporation's
officers and directors:
Section A. A Director or Officer of the Corporation shall not
be personally liable to the Corporation or its stockholders for damages
for breach of any duty owed to the Corporation or its stockholders,
except for liability for any breach of duty based upon an act or
omission (i) in breach of such Director's or Officer's duty of loyalty
to the Corporation or stockholders, (ii) not in good faith or involving
a knowing violation of law or (iii) resulting in receipt by such
Director or Officer of an improper personal benefit. The provisions of
this section shall be effective as and to the fullest extent that, in
whole or in part, they shall be authorized or permitted by the laws of
the State of New Jersey. No repeal or modification of the foregoing
provisions of this Section A nor, to the fullest extent permitted by
law, any modification of law shall adversely affect any right or
protection of a Director or Officer of the Corporation which exists at
the time of such repeal or modification.
Section B.
1. As used in this Section B:
3
<PAGE> 4
(a) "corporate agent" means any person who is or was a
director, officer or employee of the Corporation and any person who is
or was a director, officer, trustee or employee of any other
enterprise, serving, or continuing to serve, as such at the written
request of the Corporation, signed by the Chairman or the President or
pursuant to a resolution of the Board of Directors, or the legal
representative of any such person;
(b) "other enterprise" means any domestic or foreign
corporation, other than the Corporation, and any partnership, joint
venture, sole proprietorship, trust, employee benefit plan or other
enterprise, whether or not for profit, served by a corporate agent;
(c) "expenses" means reasonable costs, disbursements and
counsel fees;
(d) "liabilities" means amounts paid or incurred in
satisfaction of settlements, judgments, fines and penalties;
(e) "proceeding" means any pending, threatened or completed
civil, criminal, administrative or arbitrative action, suit or
proceeding, and any appeal therein and any inquiry or investigation
which could lead to such action, suit or proceeding, and shall include
any proceeding as so defined existing at or before, and any proceedings
relating to facts occurring or circumstances existing at or before, the
adoption of this Section B.
2. Each corporate agent shall be indemnified by the
Corporation against his expenses and liabilities in connection with any
proceeding involving the corporate agent by reason of his having been
such corporate agent to the fullest extent permitted by applicable law
as the same exists or may hereafter be amended or modified. The right
to indemnification conferred by this paragraph 2 shall also include the
right to be paid by the Corporation the expenses incurred in connection
with any such proceeding in advance of its final disposition to the
fullest extent authorized by applicable law as the same exists or may
hereafter be amended or modified. The right to indemnification
conferred in this paragraph 2 shall be a contract right.
3. The Corporation may purchase and maintain insurance on
behalf of any corporate agent against any expenses incurred in any
proceeding and any liabilities asserted against him by reason of his
having been a corporate agent, whether or not the corporation would
have the power to indemnify him against such expenses and liabilities
under applicable law as the same exists or may hereafter be amended or
modified. The Corporation may purchase such insurance from, or such
insurance may be reinsured in whole or in part by, an insurer owned by
or otherwise affiliated with the Corporation, whether or not such
insurer does business with other insureds.
The rights and authority conferred in this Section B shall not
exclude any other right to which any person may be entitled under this
Certificate of Incorporation, the By-Laws, any agreement, vote of
stockholders or otherwise. No repeal or modification of the foregoing
provisions of this Section B nor, to the fullest extent permitted by
law, any modification of law, shall adversely affect any right or
protection of a corporate agent which exists at the time of such repeal
or modification.
* * *
4
<PAGE> 5
The directors and officers of the Corporation are covered by insurance
policies indemnifying them against certain liabilities which may arise out of
their employment, including any liabilities arising under the Securities Act of
1933, as amended (the "Securities Act"), which might be incurred by them in such
capacities.
EXHIBITS
The following is a complete list of exhibits filed as part of this
Registration Statement.
Exhibit
No. Exhibit
5 Opinion of Davis Polk & Wardwell
(legality)
23(a) Consent of Ernst & Young LLP, independent
auditors
23(b) Consent of Davis Polk & Wardwell
(included in Exhibit 5)
24 Powers of Attorney
UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and
5
<PAGE> 6
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
6
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Warren, State of New Jersey, on July 31, 1996.
THE CHUBB CORPORATION
By /s/ Gail E. Devlin
---------------------------
(Gail E. Devlin, Senior
Vice President)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
* Chairman, President, July 31, 1996
- -------------------------- Chief Executive Officer
(Dean R. O'Hare) and Director
* Vice Chairman, July 31, 1996
- -------------------------- Chief Financial Officer
(Percy Chubb, III) and Director
* Director July 31, 1996
- --------------------------
(John C. Beck)
Director July 31, 1996
- --------------------------
(James I. Cash, Jr.)
* Director July 31, 1996
- --------------------------
(Joel J. Cohen)
7
<PAGE> 8
* Director July 31, 1996
- --------------------------
(David H. Hoag)
* Director July 31, 1996
- --------------------------
(Robert V. Lindsay)
* Director July 31, 1996
- --------------------------
(Thomas C. MacAvoy)
* Director July 31, 1996
- --------------------------
(Gertrude Michelson)
* Director July 31, 1996
- --------------------------
(Warren B. Rudman)
* Director July 31, 1996
- --------------------------
(Sir David G. Scholey, CBE)
* Director July 31, 1996
- --------------------------
(Raymond G.H. Seitz)
* Director July 31, 1996
- --------------------------
(Lawrence M. Small)
* Director July 31, 1996
- --------------------------
(Richard D. Wood)
* Senior Vice President July 31, 1996
- -------------------------- and Chief Accounting
(Henry B. Schram) Officer
*By /s/ Henry G. Gulick
- --------------------------
(Henry G. Gulick,
Attorney-in-fact)
8
<PAGE> 9
EXHIBITS INDEX
--------------
Exhibit
No. Exhibit
------- -------
5 Opinion of Davis Polk & Wardwell
(legality)
23(a) Consent of Ernst & Young LLP, independent
auditors
23(b) Consent of Davis Polk & Wardwell
(contained in Exhibit 5)
24 Powers of Attorney
<PAGE> 1
[LETTERHEAD OF DAVIS POLK & WARDWELL]
EXHIBIT 5
July 31, 1996
The Chubb Corporation
15 Mountain View Road
P.O. Box 1615
Warren, NJ 07061-1615
Dear Sirs:
We are acting as counsel for The Chubb Corporation (the "Corporation")
in connection with its Registration Statement on Form S-8 (the "Registration
Statement") to register under the Securities Act of 1933, as amended, 14,000,000
additional shares (the "Shares") of Common Stock ($1.00 par value) of the
Corporation issuable pursuant to The Chubb Corporation Long-Term Stock Incentive
Plan (1996) (the "Plan"). In connection therewith, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such
documents, corporate records, certificates of public officials and other
instruments as we have deemed necessary for the purpose of this opinion.
Based on the foregoing we are of the opinion that the Shares granted
pursuant to the Plan have been duly authorized and, when so delivered pursuant
to the Plan, will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Davis Polk & Wardwell
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm in the Registration Statement (Form S-8)
and related Prospectus pertaining to the Long-Term Stock Incentive Plan (1996)
of The Chubb Corporation and to the incorporation by reference therein of our
reports dated February 23, 1996, except for Note 8, as to which the date is
March 1, 1996, with respect to the consolidated financial statements of The
Chubb Corporation incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 31, 1995 and the related financial statement schedules
included therein, filed with the Securities and Exchange Commission.
Ernst & Young LLP
New York, New York
July 31, 1996
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
I, the undersigned, hereby constitute and appoint Henry G. Gulick, Dean
R. O'Hare and Philip J. Sempier, each of them with full power to act without
the others, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities to sign (i) a Form 10-K Annual Report of The Chubb
Corporation for its fiscal year ended December 31, 1995 pursuant to the
requirement of the Securities Exchange Act of 1934, and (ii) registration
statements, amendments and post-effective amendments to registration statements
including but not limited to registration statements, amendments and
post-effective amendments to registration statements on Form S-8 and Form S-3
under the Securities Act of 1933 and to file the same, or cause the same to be
filed, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission. I further grant unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
the exercise of the powers herein granted, as fully as I could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or any of their substitutes, may lawfully do or cause to
be done by the powers herein granted.
March 1, 1996 /s/ Dean R. O'Hare
- --------------------------- --------------------------------
(Date) (Signature)
Dean R. O'Hare
--------------------------------
(Please Print or Type Name)
<PAGE> 2
EXHIBIT 24
POWER OF ATTORNEY
I, the undersigned, hereby constitute and appoint Henry G. Gulick, Dean
R. O'Hare and Philip J. Sempier, each of them with full power to act without
the others, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities to sign (i) a Form 10-K Annual Report of The Chubb
Corporation for its fiscal year ended December 31, 1995 pursuant to the
requirement of the Securities Exchange Act of 1934, and (ii) registration
statements, amendments and post-effective amendments to registration statements
including but not limited to registration statements, amendments and
post-effective amendments to registration statements on Form S-8 and Form S-3
under the Securities Act of 1933 and to file the same, or cause the same to be
filed, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission. I further grant unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
the exercise of the powers herein granted, as fully as I could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or any of their substitutes, may lawfully do or cause to
be done by the powers herein granted.
February 21, 1996 /s/ Percy Chubb, III
- --------------------------- --------------------------------
(Date) (Signature)
Percy Chubb, III
--------------------------------
(Please Print or Type Name)
<PAGE> 3
EXHIBIT 24
POWER OF ATTORNEY
I, the undersigned, hereby constitute and appoint Henry G. Gulick, Dean
R. O'Hare and Philip J. Sempier, each of them with full power to act without
the others, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities to sign (i) a Form 10-K Annual Report of The Chubb
Corporation for its fiscal year ended December 31, 1995 pursuant to the
requirement of the Securities Exchange Act of 1934, and (ii) registration
statements, amendments and post-effective amendments to registration statements
including but not limited to registration statements, amendments and
post-effective amendments to registration statements on Form S-8 and Form S-3
under the Securities Act of 1933 and to file the same, or cause the same to be
filed, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission. I further grant unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
the exercise of the powers herein granted, as fully as I could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or any of their substitutes, may lawfully do or cause to
be done by the powers herein granted.
February 22, 1996 /s/ John C. Beck
- --------------------------- --------------------------------
(Date) (Signature)
John C. Beck
--------------------------------
(Please Print or Type Name)
<PAGE> 4
EXHIBIT 24
POWER OF ATTORNEY
I, the undersigned, hereby constitute and appoint Henry G. Gulick, Dean
R. O'Hare and Philip J. Sempier, each of them with full power to act without
the others, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities to sign (i) a Form 10-K Annual Report of The Chubb
Corporation for its fiscal year ended December 31, 1995 pursuant to the
requirement of the Securities Exchange Act of 1934, and (ii) registration
statements, amendments and post-effective amendments to registration statements
including but not limited to registration statements, amendments and
post-effective amendments to registration statements on Form S-8 and Form S-3
under the Securities Act of 1933 and to file the same, or cause the same to be
filed, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission. I further grant unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
the exercise of the powers herein granted, as fully as I could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or any of their substitutes, may lawfully do or cause to
be done by the powers herein granted.
February 23, 1996 /s/ Joel J. Cohen
- --------------------------- --------------------------------
(Date) (Signature)
Joel J. Cohen
--------------------------------
(Please Print or Type Name)
<PAGE> 5
EXHIBIT 24
POWER OF ATTORNEY
I, the undersigned, hereby constitute and appoint Henry G. Gulick, Dean
R. O'Hare and Philip J. Sempier, each of them with full power to act without
the others, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities to sign (i) a Form 10-K Annual Report of The Chubb
Corporation for its fiscal year ended December 31, 1995 pursuant to the
requirement of the Securities Exchange Act of 1934, and (ii) registration
statements, amendments and post-effective amendments to registration statements
including but not limited to registration statements, amendments and
post-effective amendments to registration statements on Form S-8 and Form S-3
under the Securities Act of 1933 and to file the same, or cause the same to be
filed, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission. I further grant unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
the exercise of the powers herein granted, as fully as I could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or any of their substitutes, may lawfully do or cause to
be done by the powers herein granted.
February 22, 1996 /s/ David H. Hoag
- --------------------------- --------------------------------
(Date) (Signature)
David H. Hoag
--------------------------------
(Please Print or Type Name)
<PAGE> 6
EXHIBIT 24
POWER OF ATTORNEY
I, the undersigned, hereby constitute and appoint Henry G. Gulick, Dean
R. O'Hare and Philip J. Sempier, each of them with full power to act without
the others, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities to sign (i) a Form 10-K Annual Report of The Chubb
Corporation for its fiscal year ended December 31, 1995 pursuant to the
requirement of the Securities Exchange Act of 1934, and (ii) registration
statements, amendments and post-effective amendments to registration statements
including but not limited to registration statements, amendments and
post-effective amendments to registration statements on Form S-8 and Form S-3
under the Securities Act of 1933 and to file the same, or cause the same to be
filed, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission. I further grant unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
the exercise of the powers herein granted, as fully as I could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or any of their substitutes, may lawfully do or cause to
be done by the powers herein granted.
March 1, 1996 /s/ Robert V. Lindsay
- --------------------------- --------------------------------
(Date) (Signature)
Robert V. Lindsay
--------------------------------
(Please Print or Type Name)
<PAGE> 7
EXHIBIT 24
POWER OF ATTORNEY
I, the undersigned, hereby constitute and appoint Henry G. Gulick, Dean
R. O'Hare and Philip J. Sempier, each of them with full power to act without
the others, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities to sign (i) a Form 10-K Annual Report of The Chubb
Corporation for its fiscal year ended December 31, 1995 pursuant to the
requirement of the Securities Exchange Act of 1934, and (ii) registration
statements, amendments and post-effective amendments to registration statements
including but not limited to registration statements, amendments and
post-effective amendments to registration statements on Form S-8 and Form S-3
under the Securities Act of 1933 and to file the same, or cause the same to be
filed, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission. I further grant unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
the exercise of the powers herein granted, as fully as I could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or any of their substitutes, may lawfully do or cause to
be done by the powers herein granted.
February 27, 1996 /s/ Thomas C. MacAvoy
- --------------------------- --------------------------------
(Date) (Signature)
Thomas C. MacAvoy
--------------------------------
(Please Print or Type Name)
<PAGE> 8
EXHIBIT 24
POWER OF ATTORNEY
I, the undersigned, hereby constitute and appoint Henry G. Gulick, Dean
R. O'Hare and Philip J. Sempier, each of them with full power to act without
the others, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities to sign (i) a Form 10-K Annual Report of The Chubb
Corporation for its fiscal year ended December 31, 1995 pursuant to the
requirement of the Securities Exchange Act of 1934, and (ii) registration
statements, amendments and post-effective amendments to registration statements
including but not limited to registration statements, amendments and
post-effective amendments to registration statements on Form S-8 and Form S-3
under the Securities Act of 1933 and to file the same, or cause the same to be
filed, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission. I further grant unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
the exercise of the powers herein granted, as fully as I could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or any of their substitutes, may lawfully do or cause to
be done by the powers herein granted.
February 23, 1996 /s/ Gertrude G. Michelson
- --------------------------- --------------------------------
(Date) (Signature)
Gertrude G. Michelson
--------------------------------
(Please Print or Type Name)
<PAGE> 9
EXHIBIT 24
POWER OF ATTORNEY
I, the undersigned, hereby constitute and appoint Henry G. Gulick, Dean
R. O'Hare and Philip J. Sempier, each of them with full power to act without
the others, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities to sign (i) a Form 10-K Annual Report of The Chubb
Corporation for its fiscal year ended December 31, 1995 pursuant to the
requirement of the Securities Exchange Act of 1934, and (ii) registration
statements, amendments and post-effective amendments to registration statements
including but not limited to registration statements, amendments and
post-effective amendments to registration statements on Form S-8 and Form S-3
under the Securities Act of 1933 and to file the same, or cause the same to be
filed, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission. I further grant unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
the exercise of the powers herein granted, as fully as I could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or any of their substitutes, may lawfully do or cause to
be done by the powers herein granted.
February 21, 1996 /s/ Warren B. Rudman
- --------------------------- --------------------------------
(Date) (Signature)
Warren B. Rudman
--------------------------------
(Please Print or Type Name)
<PAGE> 10
EXHIBIT 24
POWER OF ATTORNEY
I, the undersigned, hereby constitute and appoint Henry G. Gulick, Dean
R. O'Hare and Philip J. Sempier, each of them with full power to act without
the others, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities to sign (i) a Form 10-K Annual Report of The Chubb
Corporation for its fiscal year ended December 31, 1995 pursuant to the
requirement of the Securities Exchange Act of 1934, and (ii) registration
statements, amendments and post-effective amendments to registration statements
including but not limited to registration statements, amendments and
post-effective amendments to registration statements on Form S-8 and Form S-3
under the Securities Act of 1933 and to file the same, or cause the same to be
filed, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission. I further grant unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
the exercise of the powers herein granted, as fully as I could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or any of their substitutes, may lawfully do or cause to
be done by the powers herein granted.
February 23, 1996 /s/ David G. Scholey
- --------------------------- --------------------------------
(Date) (Signature)
Sir David Gerald Scholey
--------------------------------
(Please Print or Type Name)
<PAGE> 11
EXHIBIT 24
POWER OF ATTORNEY
I, the undersigned, hereby constitute and appoint Henry G. Gulick, Dean
R. O'Hare and Philip J. Sempier, each of them with full power to act without
the others, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities to sign (i) a Form 10-K Annual Report of The Chubb
Corporation for its fiscal year ended December 31, 1995 pursuant to the
requirement of the Securities Exchange Act of 1934, and (ii) registration
statements, amendments and post-effective amendments to registration statements
including but not limited to registration statements, amendments and
post-effective amendments to registration statements on Form S-8 and Form S-3
under the Securities Act of 1933 and to file the same, or cause the same to be
filed, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission. I further grant unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
the exercise of the powers herein granted, as fully as I could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or any of their substitutes, may lawfully do or cause to
be done by the powers herein granted.
February 26, 1996 /s/ Raymond G. H. Seitz
- --------------------------- --------------------------------
(Date) (Signature)
Raymond G. H. Seitz
--------------------------------
(Please Print or Type Name)
<PAGE> 12
EXHIBIT 24
POWER OF ATTORNEY
I, the undersigned, hereby constitute and appoint Henry G. Gulick, Dean
R. O'Hare and Philip J. Sempier, each of them with full power to act without
the others, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities to sign (i) a Form 10-K Annual Report of The Chubb
Corporation for its fiscal year ended December 31, 1995 pursuant to the
requirement of the Securities Exchange Act of 1934, and (ii) registration
statements, amendments and post-effective amendments to registration statements
including but not limited to registration statements, amendments and
post-effective amendments to registration statements on Form S-8 and Form S-3
under the Securities Act of 1933 and to file the same, or cause the same to be
filed, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission. I further grant unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
the exercise of the powers herein granted, as fully as I could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or any of their substitutes, may lawfully do or cause to
be done by the powers herein granted.
February 22, 1996 /s/ Lawrence M. Small
- --------------------------- --------------------------------
(Date) (Signature)
Lawrence M. Small
--------------------------------
(Please Print or Type Name)
<PAGE> 13
EXHIBIT 24
POWER OF ATTORNEY
I, the undersigned, hereby constitute and appoint Henry G. Gulick, Dean
R. O'Hare and Philip J. Sempier, each of them with full power to act without
the others, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities to sign (i) a Form 10-K Annual Report of The Chubb
Corporation for its fiscal year ended December 31, 1995 pursuant to the
requirement of the Securities Exchange Act of 1934, and (ii) registration
statements, amendments and post-effective amendments to registration statements
including but not limited to registration statements, amendments and
post-effective amendments to registration statements on Form S-8 and Form S-3
under the Securities Act of 1933 and to file the same, or cause the same to be
filed, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission. I further grant unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
the exercise of the powers herein granted, as fully as I could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or any of their substitutes, may lawfully do or cause to
be done by the powers herein granted.
February 22, 1996 /s/ Richard D. Wood
- --------------------------- --------------------------------
(Date) (Signature)
Richard D. Wood
--------------------------------
(Please Print or Type Name)
<PAGE> 14
EXHIBIT 24
POWER OF ATTORNEY
I, the undersigned, hereby constitute and appoint Henry G. Gulick, Dean
R. O'Hare and Philip J. Sempier, each of them with full power to act without
the others, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities to sign (i) a Form 10-K Annual Report of The Chubb
Corporation for its fiscal year ended December 31, 1995 pursuant to the
requirement of the Securities Exchange Act of 1934, and (ii) registration
statements, amendments and post-effective amendments to registration statements
including but not limited to registration statements, amendments and
post-effective amendments to registration statements on Form S-8 and Form S-3
under the Securities Act of 1933 and to file the same, or cause the same to be
filed, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission. I further grant unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
the exercise of the powers herein granted, as fully as I could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or any of their substitutes, may lawfully do or cause to
be done by the powers herein granted.
February 26, 1996 /s/ Henry B. Schram
- --------------------------- --------------------------------
(Date) (Signature)
Henry B. Schram
--------------------------------
(Please Print or Type Name)
