SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WILLIAMS KAREN HASTIE

(Last)

(First)

(Middle)

CROWELL & MORING LLP

1001 PENNSYLVANIA AVE., N.W.

(Street)

WASHINGTON

200042595

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHUBB CORP [ CB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON	02/06/2007		M		1,380⁽¹⁾	A	$0	1,580	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
PERFORMANCE SHARES 2004	⁽²⁾	02/06/2007		M			3,860⁽³⁾	⁽²⁾	12/31/2006	COMMON	3,860	$0	0.00	D
STOCK UNITS DEFERRED 2007	⁽²⁾	02/06/2007		M		1,380⁽⁴⁾		⁽²⁾	⁽²⁾	COMMON	1,380	$0	1,380	D

Explanation of Responses:

1. The performance multiplier for the 1,930 shares awarded on April 27, 2004 was 143%. Accordingly, the reporting person was entitled to receive 2,760 shares in respect of the 2004 performance share award. The reporting person elected to defer receipt of 50% of such shares.

2. N/A

3. Represents 200% of the target 1,930 performance shares awarded on April 27, 2004, which was the maximum number of shares issuable under this award for the performance cycle ended December 31, 2006.

4. On 4/27/04 the reporting person rec'd a target award of 1,930 perf. shs. (as adjusted for the 2-for-1 stock split on 4/18/06). Under the terms of the 2004 Award the reporting person could have rec'd. a no. of shares of common stock ranging from 0%-200% of the target award depending on Chubb's relative stock perf. compared to other companies in the S&P 500 Index during the period from 5/1/04-12/31/06. At the time of the 2004 Award the reporting person reported receipt of perf. shares rep. 3,860 shares of Common Stock which was the max. no. of shares payable under the 2004 Award. On 2/6/07 the perf. mult. # for the 2004 Award was determined to be 143% of target. The reporting person elected to defer receipt of 50% of the Common Stock issuable in respect of the 2004 Award resulting in the issuance of 1,380 shares of common stock and the accrual to the reporting person's acct. of 1,380 stock units. One stock unit is the equiv. of one share of Common Stock.

Remarks:

	By: Nancy J. Obremski, POA	02/08/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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