-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IXUi4r0a+wmXHv9mtL3CLL0IcLOskJ7CQMcR2EaKwht9kPn7AxN5M2BqYEgJJdj1 +wnVQRQSuTu270fZtZH0KQ== 0000950123-02-006069.txt : 20020611 0000950123-02-006069.hdr.sgml : 20020611 20020610161741 ACCESSION NUMBER: 0000950123-02-006069 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020610 EFFECTIVENESS DATE: 20020610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHUBB CORP CENTRAL INDEX KEY: 0000020171 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 132595722 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-90140 FILM NUMBER: 02675193 BUSINESS ADDRESS: STREET 1: 15 MOUNTAIN VIEW RD P O BOX 1615 CITY: WARREN STATE: NJ ZIP: 07061 BUSINESS PHONE: 9089032000 S-8 1 y61205sv8.txt THE CHUBB CORPORATION As filed with the Securities and Exchange Commission on June 10, 2002. Registration No. 333- - ------------------------------------------------------------------------------- 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 (State or other jurisdiction of Incorporation) 13-2595722 15 Mountain View Road (I.R.S. Employer Identification Number) P.O. Box 1615 Warren, New Jersey 07061-1615 (Address of principal executive offices) (Zip Code)
------------------------- THE CHUBB CORPORATION GLOBAL EMPLOYEE STOCK PURCHASE PLAN (2001) (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 -------------------------
CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------- Title of security Amount being Proposed maximum Proposed maximum Amount of being registered registered (1) offering price aggregate Registration fee per share (2) offering price (2) Common Stock ($1.00 par value)(3) 7,900,000 shares $ 71.825 $ 567,417,500 $ 52,203 - ---------------------------------------------------------------------------------------------------- (1) This Registration Statement covers 7,900,000 shares of common stock issuable pursuant to The Chubb Corporation Global Employee Stock Purchase Plan (2001), 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. (2) Calculated pursuant to Rule 457 based on the average of the high and low price of a share of Common Stock on the New York Stock Exchange for June 4, 2002. (3) Includes rights to purchase Series B Participating Cumulative Preferred Stock. Prior to the occurrence of certain events, the rights will not be evidenced separately from the Common Stock. - -------------------------------------------------------------------------------------------------
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Pursuant to Rule 428(b)(1) under the Securities Act of 1933 (the "Act"), the documents containing the information specified in Part I of Form S-8 will be sent or given to participants under The Chubb Corporation Global Employee Stock Purchase Plan (2001). These documents, together with the documents incorporated by reference herein pursuant to Item 3 of Part II below, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Chubb Corporation (the "Corporation") hereby incorporates, or will be deemed to have incorporated, herein by reference the following documents filed with the Securities and Exchange Commission (the "SEC"): (1) The Corporation's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 28, 2002 (SEC File No. 1-8661); (2) The Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, filed with the SEC on May 15, 2002 (SEC File No. 1-8661); and (3) The description of the Corporation's Common Stock contained in the Corporation's registration statements filed under Section 12 of the Securities Exchange Act of 1934, including any amendment thereto or report filed for the purpose of updating such description. All documents filed by the Corporation 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 shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS The Corporation is organized under the laws of the State of New Jersey. The New Jersey Business Corporation Act, as amended (the "NJBCA"), provides that a New Jersey corporation has the power generally to indemnify its directors, officers, employees and other agents against expenses and liabilities in connection with any proceeding involving such person by reason of his or her being or having been a corporate agent, other than a proceeding by or in the right of the corporation, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. In the case of an action brought by or in the right of the corporation, indemnification of directors, officers, employees and other agents against expenses is permitted if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; however, no indemnification is permitted in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the New Jersey Superior Court, or the court in which such proceeding was brought, shall determine upon application that despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to such indemnification. Expenses incurred by a director, officer, employee or other agent in connection with a proceeding may be, under certain circumstances, paid by the corporation in advance of the final disposition of the proceeding as authorized by the board of directors. The power to indemnify and advance expenses under the NJBCA does not exclude other rights to which a director, officer, employee or other agent of the corporation may be entitled to under the certificate of incorporation, by-laws, agreement, vote of stockholders, or otherwise, provided that no indemnification is permitted to be made to or on behalf of such person if a judgment or other final adjudication adverse to such person establishes that his or her acts or omissions were in breach of his or her duty of loyalty to the corporation or its shareholders, were not in good faith or involved a violation of the law, or resulted in the receipt by such person of an improper personal benefit. Under the NJBCA, a New Jersey corporation has the power to purchase and maintain insurance on behalf of any director, officer, employee or other agent against any expenses incurred in any proceeding and any liabilities asserted against him or her by reason of his or her being or having been a corporate agent, whether or not the corporation has the power to indemnify him or her against such expenses and liabilities under the NJBCA. All of the foregoing powers of indemnification granted to a New Jersey corporation may be exercised by such corporation notwithstanding the absence of any provision in its certificate of incorporation or by-laws authorizing the exercise of such powers. However, a New Jersey corporation may, with certain limitations, provide in its certificate of incorporation that a director or officer shall not be personally liable, or shall be liable only to the extent therein provided, to the corporation or its shareholders for damages for breach of a duty owed to the corporation or its shareholders. Reference is made to Sections 14A:3-5 and 14A:2-7(3) of the NJBCA as to indemnification by the Registrant of officers and directors. Article Twelfth of the Corporation'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: (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. The Corporation is insured against liabilities which it may incur by reason of Article XII of its Restated Certificate of Incorporation. In addition, directors and officers are insured at the expense of the Corporation against certain liabilities which might arise out of their service and not be subject to indemnification. Item 8. EXHIBITS Exhibit No. Exhibit ----------- ------- 4.1 Restated Certificate of Incorporation of Chubb (incorporated herein by reference to Exhibit 3 of Chubb's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, filed on August 14, 1996 (No. 1-8661)). 4.2 Certificate of Amendment to the Restated Certificate of Incorporation of Chubb (incorporated herein by reference to Exhibit 3 of Chubb's Annual Report on Form 10-K for the year ended December 31, 1998, filed on March 29, 1999 (No. 1-8661)). 4.3 Certificate of Correction of Certificate of Amendment to the Restated Certificate of Incorporation of Chubb (incorporated herein by reference to Exhibit 3 of Chubb's Annual Report on Form 10-K for the year ended December 31, 1998, filed on March 29, 1999 (No. 1-8661)). 4.4 Restated By-Laws of Chubb (incorporated herein by reference to Exhibit 3 of Chubb's Annual Report on Form 10-K for the year ended December 31, 2000, filed on March 27, 2001 (No. 1-8661)). 5* Opinion of Drinker Biddle & Shanley LLP 23(a)* Consent of Ernst & Young LLP, independent auditors 23(b)* Consent of Drinker Biddle & Shanley LLP (contained in Exhibit 5) 24* Powers of Attorney 99* Text of The Chubb Corporation Global Employee Stock Purchase Plan (2001) - ------------------------- * Filed herewith Item 9. 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; (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 a 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 the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, 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, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 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 Exchange 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 Exchange Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act, 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 June 7, 2002. THE CHUBB CORPORATION By /s/ Henry G. Gulick -------------------------------- (Henry G. Gulick, Vice President and Secretary) 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, June 7, 2002 - --------------------------------- Chief Executive Officer (Dean R. O'Hare) and Director * Executive Vice President June 7, 2002 - --------------------------------- and Chief Financial (Weston M. Hicks) Officer * Senior Vice President and June 7, 2002 - --------------------------------- Chief Accounting Officer (Henry B. Schram) * Director June 7, 2002 - --------------------------------- (Zoe Baird) * Director June 7, 2002 - --------------------------------- (John C. Beck) * Director June 7, 2002 - --------------------------------- (Sheila P. Burke) * Director June 7, 2002 - --------------------------------- (James I. Cash, Jr.) * Director June 7, 2002 - --------------------------------- (Joel J. Cohen) * Director June 7, 2002 - --------------------------------- (James M. Cornelius)
* Director June 7, 2002 - --------------------------------- (David H. Hoag) Director June 7, 2002 - --------------------------------- (Klaus J. Mangold) * Director June 7, 2002 - --------------------------------- (Warren B. Rudman) * Director June 7, 2002 - --------------------------------- (David G. Scholey) * Director June 7, 2002 - --------------------------------- (Raymond G.H. Seitz) * Director June 7, 2002 - --------------------------------- (Lawrence M. Small) * Director June 7, 2002 - --------------------------------- (Karen Hastie Williams) * Director June 7, 2002 - --------------------------------- (James M. Zimmerman) * Director June 7, 2002 - --------------------------------- (Alfred W. Zollar) *By /s/Henry G. Gulick ----------------------------- (Henry G. Gulick, Attorney-in-fact)
Exhibit Index ------------- Exhibit No. Exhibit ----------- ------- 5 Opinion of Drinker Biddle & Shanley LLP 23(a) Consent of Ernst & Young LLP, independent auditors 23(b) Consent of Drinker Biddle & Shanley LLP (contained in Exhibit 5) 24 Powers of Attorney 99 Text of The Chubb Corporation Global Employee Stock Purchase Plan (2001) EX-5 3 y61205exv5.txt OPINION OF DRINKER BIDDLE & SHANLEY LLP Exhibit 5 DRINKER BIDDLE & SHANLEY LLP 500 Campus Drive Florham Park, New Jersey 07932 June 7, 2002 The Chubb Corporation 15 Mountain View Road Warren, New Jersey 07061 Re: The Chubb Corporation Global Employee Stock Purchase Plan (2001) Ladies and Gentlemen: We have acted as special counsel to The Chubb Corporation, a New Jersey corporation (the "Company"), in connection with the filing under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-8 (the "Registration Statement") relating to the offer and sale of up to 7,900,000 shares (the "Shares") of the Company's common stock, par value $1.00 per share, issuable pursuant to the Company's Global Employee Stock Purchase Plan (2001) (the "Plan"). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. For purposes of this opinion, we have examined originals or copies, certified or otherwise, identified to our satisfaction, of the Registration Statement, together with exhibits filed as a part thereof, and all such other documents, records, certificates, including certificates of public officials, and other instruments as we have deemed necessary or appropriate. Based upon the foregoing, we are of the opinion that: 1. The Company is validly existing under the laws of the State of New Jersey. 2. The Shares have been duly authorized and, when issued in the manner and for the consideration contemplated by the Plan, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name therein. By giving the foregoing consent, we do not The Chubb Corporation June __, 2002 Page 2 admit that we are persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission. Very truly yours, /s/DRINKER BIDDLE & SHANLEY LLP EX-23.A 4 y61205exv23wa.txt CONSENT OF ERNST & YOUNG LLP Exhibit 23(a) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to The Chubb Corporation Global Employee Stock Purchase Plan (2001) of our reports dated February 28, 2002, 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, 2001 and dated March 28, 2002, with respect to the financial statement schedules of The Chubb Corporation included therein, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP New York, New York June 5, 2002. EX-24 5 y61205exv24.txt POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, the undersigned, hereby constitute and appoint HENRY G. GULICK, DEAN R. O'HARE and PHILIP J. SEMPIER, and each of them as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorneys-in-fact and agents may deem necessary or desirable to enable The Chubb Corporation (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company (the "Securities") which may be offered and sold by the Company from time to time pursuant to the Company's Global Employee Stock Purchase Plan (2001), including specifically, but without limiting the generality of the foregoing, the power and authority to sign my name to a registration statement on Form S-8, or other appropriate form, covering said Securities, and any amendments or post-effective amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and I hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 8th day of March, 2002. /s/ Zoe Baird -------------------- Name: Zoe Baird Title: Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, the undersigned, hereby constitute and appoint HENRY G. GULICK, DEAN R. O'HARE and PHILIP J. SEMPIER, and each of them as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorneys-in-fact and agents may deem necessary or desirable to enable The Chubb Corporation (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company (the "Securities") which may be offered and sold by the Company from time to time pursuant to the Company's Global Employee Stock Purchase Plan (2001), including specifically, but without limiting the generality of the foregoing, the power and authority to sign my name to a registration statement on Form S-8, or other appropriate form, covering said Securities, and any amendments or post-effective amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and I hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 13th day of March, 2002. /s/ John C. Beck ----------------------------- Name: John C. Beck Title: Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, the undersigned, hereby constitute and appoint HENRY G. GULICK, DEAN R. O'HARE and PHILIP J. SEMPIER, and each of them as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorneys-in-fact and agents may deem necessary or desirable to enable The Chubb Corporation (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company (the "Securities") which may be offered and sold by the Company from time to time pursuant to the Company's Global Employee Stock Purchase Plan (2001), including specifically, but without limiting the generality of the foregoing, the power and authority to sign my name to a registration statement on Form S-8, or other appropriate form, covering said Securities, and any amendments or post-effective amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and I hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 8th day of March, 2002. /s/ Sheila P. Burke ----------------------------- Name: Sheila P. Burke Title: Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, the undersigned, hereby constitute and appoint HENRY G. GULICK, DEAN R. O'HARE and PHILIP J. SEMPIER, and each of them as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorneys-in-fact and agents may deem necessary or desirable to enable The Chubb Corporation (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company (the "Securities") which may be offered and sold by the Company from time to time pursuant to the Company's Global Employee Stock Purchase Plan (2001), including specifically, but without limiting the generality of the foregoing, the power and authority to sign my name to a registration statement on Form S-8, or other appropriate form, covering said Securities, and any amendments or post-effective amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and I hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 8th day of March, 2002. /s/ James I. Cash, Jr. ------------------------------- Name: James I. Cash, Jr. Title: Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, the undersigned, hereby constitute and appoint HENRY G. GULICK, DEAN R. O'HARE and PHILIP J. SEMPIER, and each of them as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorneys-in-fact and agents may deem necessary or desirable to enable The Chubb Corporation (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company (the "Securities") which may be offered and sold by the Company from time to time pursuant to the Company's Global Employee Stock Purchase Plan (2001), including specifically, but without limiting the generality of the foregoing, the power and authority to sign my name to a registration statement on Form S-8, or other appropriate form, covering said Securities, and any amendments or post-effective amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and I hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 8th day of March, 2002. /s/ Joel J. Cohen --------------------------------- Name: Joel J. Cohen Title: Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, the undersigned, hereby constitute and appoint HENRY G. GULICK, DEAN R. O'HARE and PHILIP J. SEMPIER, and each of them as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorneys-in-fact and agents may deem necessary or desirable to enable The Chubb Corporation (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company (the "Securities") which may be offered and sold by the Company from time to time pursuant to the Company's Global Employee Stock Purchase Plan (2001), including specifically, but without limiting the generality of the foregoing, the power and authority to sign my name to a registration statement on Form S-8, or other appropriate form, covering said Securities, and any amendments or post-effective amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and I hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 12th day of March, 2002. /s/ James M. Cornelius -------------------------------- Name: James M. Cornelius Title: Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, the undersigned, hereby constitute and appoint HENRY G. GULICK, DEAN R. O'HARE and PHILIP J. SEMPIER, and each of them as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorneys-in-fact and agents may deem necessary or desirable to enable The Chubb Corporation (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company (the "Securities") which may be offered and sold by the Company from time to time pursuant to the Company's Global Employee Stock Purchase Plan (2001), including specifically, but without limiting the generality of the foregoing, the power and authority to sign my name to a registration statement on Form S-8, or other appropriate form, covering said Securities, and any amendments or post-effective amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and I hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 8th day of March, 2002. /s/ David H. Hoag ----------------------------- Name: David H. Hoag Title: Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, the undersigned, hereby constitute and appoint HENRY G. GULICK, DEAN R. O'HARE and PHILIP J. SEMPIER, and each of them as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorneys-in-fact and agents may deem necessary or desirable to enable The Chubb Corporation (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company (the "Securities") which may be offered and sold by the Company from time to time pursuant to the Company's Global Employee Stock Purchase Plan (2001), including specifically, but without limiting the generality of the foregoing, the power and authority to sign my name to a registration statement on Form S-8, or other appropriate form, covering said Securities, and any amendments or post-effective amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and I hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 12th day of March, 2002. /s/ Warren B. Rudman ------------------------------- Name: Warren B. Rudman Title: Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, the undersigned, hereby constitute and appoint HENRY G. GULICK, DEAN R. O'HARE and PHILIP J. SEMPIER, and each of them as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorneys-in-fact and agents may deem necessary or desirable to enable The Chubb Corporation (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company (the "Securities") which may be offered and sold by the Company from time to time pursuant to the Company's Global Employee Stock Purchase Plan (2001), including specifically, but without limiting the generality of the foregoing, the power and authority to sign my name to a registration statement on Form S-8, or other appropriate form, covering said Securities, and any amendments or post-effective amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and I hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 8th day of March, 2002. /s/ David G. Scholey ----------------------------- Name: David G. Scholey Title: Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, the undersigned, hereby constitute and appoint HENRY G. GULICK, DEAN R. O'HARE and PHILIP J. SEMPIER, and each of them as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorneys-in-fact and agents may deem necessary or desirable to enable The Chubb Corporation (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company (the "Securities") which may be offered and sold by the Company from time to time pursuant to the Company's Global Employee Stock Purchase Plan (2001), including specifically, but without limiting the generality of the foregoing, the power and authority to sign my name to a registration statement on Form S-8, or other appropriate form, covering said Securities, and any amendments or post-effective amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and I hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 8th day of March, 2002. /s/ Raymond G. H. Seitz -------------------------------- Name: Raymond G. H. Seitz Title: Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, the undersigned, hereby constitute and appoint HENRY G. GULICK, DEAN R. O'HARE and PHILIP J. SEMPIER, and each of them as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorneys-in-fact and agents may deem necessary or desirable to enable The Chubb Corporation (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company (the "Securities") which may be offered and sold by the Company from time to time pursuant to the Company's Global Employee Stock Purchase Plan (2001), including specifically, but without limiting the generality of the foregoing, the power and authority to sign my name to a registration statement on Form S-8, or other appropriate form, covering said Securities, and any amendments or post-effective amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and I hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 12th day of March, 2002. /s/ Lawrence M. Small ----------------------------- Name: Lawrence M. Small Title: Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, the undersigned, hereby constitute and appoint HENRY G. GULICK, DEAN R. O'HARE and PHILIP J. SEMPIER, and each of them as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorneys-in-fact and agents may deem necessary or desirable to enable The Chubb Corporation (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company (the "Securities") which may be offered and sold by the Company from time to time pursuant to the Company's Global Employee Stock Purchase Plan (2001), including specifically, but without limiting the generality of the foregoing, the power and authority to sign my name to a registration statement on Form S-8, or other appropriate form, covering said Securities, and any amendments or post-effective amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and I hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 12th day of March, 2002. /s/ Karen Hastie Williams -------------------------------- Name: Karen Hastie Williams Title: Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, the undersigned, hereby constitute and appoint HENRY G. GULICK, DEAN R. O'HARE and PHILIP J. SEMPIER, and each of them as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorneys-in-fact and agents may deem necessary or desirable to enable The Chubb Corporation (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company (the "Securities") which may be offered and sold by the Company from time to time pursuant to the Company's Global Employee Stock Purchase Plan (2001), including specifically, but without limiting the generality of the foregoing, the power and authority to sign my name to a registration statement on Form S-8, or other appropriate form, covering said Securities, and any amendments or post-effective amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and I hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 8th day of March, 2002. /s/ James M. Zimmerman -------------------------------- Name: James M. Zimmerman Title: Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, the undersigned, hereby constitute and appoint HENRY G. GULICK, DEAN R. O'HARE and PHILIP J. SEMPIER, and each of them as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorneys-in-fact and agents may deem necessary or desirable to enable The Chubb Corporation (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company (the "Securities") which may be offered and sold by the Company from time to time pursuant to the Company's Global Employee Stock Purchase Plan (2001), including specifically, but without limiting the generality of the foregoing, the power and authority to sign my name to a registration statement on Form S-8, or other appropriate form, covering said Securities, and any amendments or post-effective amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and I hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 14th day of March, 2002. /s/ Alfred W. Zollar ----------------------------- Name: Alfred W. Zollar Title: Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, the undersigned, hereby constitute and appoint HENRY G. GULICK, DEAN R. O'HARE and PHILIP J. SEMPIER, and each of them as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorneys-in-fact and agents may deem necessary or desirable to enable The Chubb Corporation (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company (the "Securities") which may be offered and sold by the Company from time to time pursuant to the Company's Global Employee Stock Purchase Plan (2001), including specifically, but without limiting the generality of the foregoing, the power and authority to sign my name to a registration statement on Form S-8, or other appropriate form, covering said Securities, and any amendments or post-effective amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and I hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 11th day of March, 2002. /s/ Weston M. Hicks --------------------------------- Name: Weston M. Hicks Title: Executive Vice President and Chief Financial Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, the undersigned, hereby constitute and appoint HENRY G. GULICK, DEAN R. O'HARE and PHILIP J. SEMPIER, and each of them as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorneys-in-fact and agents may deem necessary or desirable to enable The Chubb Corporation (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company (the "Securities") which may be offered and sold by the Company from time to time pursuant to the Company's Global Employee Stock Purchase Plan (2001), including specifically, but without limiting the generality of the foregoing, the power and authority to sign my name to a registration statement on Form S-8, or other appropriate form, covering said Securities, and any amendments or post-effective amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and I hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 11th day of March, 2002. /s/ Henry B. Schram ----------------------------- Name: Henry B. Schram Title: Senior Vice President and Chief Accounting Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, the undersigned, hereby constitute and appoint HENRY G. GULICK and PHILIP J. SEMPIER, and each of them as my true and lawful attorneys-in-fact and agents, with full power of substitution, for me and in my name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorneys-in-fact and agents may deem necessary or desirable to enable The Chubb Corporation (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company (the "Securities") which may be offered and sold by the Company from time to time pursuant to the Company's Global Employee Stock Purchase Plan (2001), including specifically, but without limiting the generality of the foregoing, the power and authority to sign my name to a registration statement on Form S-8, or other appropriate form, covering said Securities, and any amendments or post-effective amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and I hereby ratify and confirm all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 8th day of March, 2002. /s/ Dean R. O'Hare ------------------------------------ Name: Dean R. O'Hare Title: Chairman, Chief Executive Officer and Director EX-99 6 y61205exv99.txt EMPLOYEE STOCK PURCHASE PLAN 2001 Exhibit 99 THE CHUBB CORPORATION GLOBAL EMPLOYEE STOCK PURCHASE PLAN (2001) 1. PURPOSE OF THE PLAN. The purpose of the Global Employee Stock Purchase Plan (2001) (the "Plan") is to amend and restate the Stock Purchase Plan (1989) in order to continue to provide employment incentive through a capital accumulation opportunity, link employee and shareholder interests, and provide an opportunity for employees of The Chubb Corporation (hereinafter called the "Corporation") and certain of its subsidiaries to purchase the Corporation's stock. 2. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Organization & Compensation Committee (the "Committee") as from time to time appointed pursuant to the By-Laws of the Corporation. The Committee shall have full power and authority to construe and interpret the Plan and may from time to time adopt such rules and regulations for carrying out the Plan as it may deem best. Decisions of the Committee shall be final, conclusive and binding upon all parties, including the Corporation, its stockholders and its employees. The Committee may in its sole discretion determine from time to time that the Corporation shall grant purchase rights under an offering ("Offering") to all of the then eligible employees, provided, however, that it shall be under no obligation to do so. 3. PARTICIPATION IN THE PLAN. The individuals who shall be eligible to receive grants of purchase rights under an Offering shall be all the employees (including directors who are employees) of the Corporation or of any Subsidiary of the Corporation designated by the Committee as a Participating Subsidiary in an Offering, except those employees who, on the date as of which purchase rights are granted under an Offering (the "Grant Date" in respect of each purchase right), are in paybands seven and above (or their equivalents), have less than one year of continuous employment with the Corporation or a Participating Subsidiary immediately prior thereto or whose customary employment on such date is, or at any time during such one year period was, less than twenty hours per week; provided, however, that a purchase shall only be effected with an employee of a Subsidiary only if such purchase will, under the applicable provisions of the Internal Revenue Code as then in effect, qualify for the same tax treatment as would be accorded if such employee was then an employee of the Corporation; and further provided, that no individual shall be eligible to effect a purchase under an Offering if immediately thereafter and after giving effect thereto, the aggregate value or voting power of all shares of stock of the Corporation and any Subsidiary then owned by such individual, either directly or indirectly, within the meaning of the applicable sections of the Internal Revenue Code and including all shares of stock with respect to which such individual holds options, would equal or exceed in the aggregate 5% of the total value or combined voting power of all classes of stock of any corporation in an unbroken chain of corporations beginning with the Corporation (including the Corporation), in which each corporation other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations of such chain (all corporations other than the Corporation in such chain herein called "Subsidiaries" or individually a "Subsidiary"). The term "Compensation" as used in this Plan means annual salary and does not include any bonus, overtime payment, contribution to an employee benefit plan or other similar payment or contribution. Employment by a corporation, business or business unit substantially all of the stock or assets, of which have been acquired by the Corporation or a Participating Subsidiary or employment by a corporation which has been merged with or into the Corporation or a Participating Subsidiary shall be considered as employment by the Corporation or a Participating Subsidiary for all purposes of the Plan, including for purposes of determining whether or not an employee of the Corporation or a Participating Subsidiary has met the one year employment requirement set forth above. 1 4. STOCK. The stock subject to the purchase rights shall be, in the discretion of the Board of Directors of the Corporation, either authorized but unissued shares of the Common Stock of the Corporation ("Common Stock") or shares of Common Stock held in the treasury of the Corporation or any Subsidiary of the Corporation, including shares purchased in the open market or otherwise. Subject to adjustment in accordance with the provisions of paragraph 6(h) hereof, the total number of shares of Common Stock which may be the subject of such Agreements shall not exceed in the aggregate 7,900,000 shares. In the event that any shares of Common Stock which are the subject of an Offering are not purchased, such unpurchased shares of Common Stock may again be available for subsequent Offerings. 5. NUMBER OF SHARES WHICH AN EMPLOYEE MAY PURCHASE. An eligible employee may elect to purchase under an Offering a number of shares of Common Stock determined by the Committee but in no event greater than the number of shares of Common Stock with a fair market value (determined as provided in Section 6(b)) on the Grant Date, not in excess of 2 1/4 times 10% of the employee's rate of Compensation as of the Grant Date, in each case as determined from the payroll records of the Corporation and the Participating Subsidiaries. Notwithstanding the foregoing provisions of this Plan no individual may elect to purchase under Offerings in any single calendar year, a number of shares of Common Stock which, together with all other shares in the Corporation and Subsidiaries which the employee may be entitled to purchase in such year pursuant to an Offering and under any other employee stock purchase plan, as defined in Section 423 of the Internal Revenue Code (as it may be amended from time to time), has an aggregate fair market value (measured in each case on the Grant Date) in excess of $25,000. 6. TERMS AND CONDITIONS OF OFFERINGS: (a) General: The Offerings shall be in such form as the Committee shall from time to time approve, and shall contain such terms and conditions as the Committee shall prescribe not inconsistent with the Plan. (b) Purchase Price: The purchase price per share will be not less than 85% of the fair market value of a share of the Common Stock based on the average of the highest and lowest sales prices as reported for consolidated trading of issues listed on the New York Stock Exchange on the Grant Date. (c) Payment of Purchase Price: Each Offering shall prescribe the method or methods pursuant to which the purchase price of shares shall be paid by the employee, including cash purchase and cashless exercise purchase methods. (d) Term of Offerings: Each Offering shall be dated as of the date purchase rights are granted under the Plan and shall have a stated term ending on a day (the "Expiration Date") which is not more than 27 months from such date. (e) When Shares Must be Purchased: Each Offering shall provide that, subject to earlier purchase pursuant to Paragraph 6(g) hereof, any shares to be purchased thereunder must be purchased during a purchase period ending no later than the Expiration Date (hereinafter called the "Purchase Period") provided, however, that the Offering may provide that if the fair market value (determined in accordance with Section 6(b) hereof) during the Purchase Period is less than the purchase price per share of the Offering (increased by any amount necessary to pay transaction fees as in the case of a cashless exercise), no purchase will be made during the Purchase Period and the purchase rights will be terminated. 2 (f) Employee's Purchase Directions: Except as provided in Section 6(e) hereof and subject to earlier purchase pursuant to Paragraph 6(g) hereof, each Offering shall provide that the employee during the Purchase Period may purchase all of the shares covered by such Offering unless the employee shall, in the manner provided for in the Offering, notify the Secretary of the Corporation, or such other persons specified in the Offering, during an election period established under an Offering that the employee does not desire to purchase any of such shares or desires to purchase fewer than all of such shares. (g) Termination of Employment and Change in Control: Each Offering shall specify the applicable rules in respect of the effect of the death, disability, retirement or other termination of employment of the employee and the effect, if any, of a change in control of the Corporation. (h) Adjustments: In the event that the Committee shall determine that any stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off combination, exchange of shares, warrants or rights offering to purchase Common Stock at a price substantially below fair market value, or other similar corporate event affects the Common Stock such that an adjustment is required in order to preserve the benefits or potential benefits intended to be made available under this Plan, then the Committee shall, in its sole discretion, and in such manner as the Committee may deem equitable, adjust any or all of (1) the number and kind of shares which thereafter may be made the subject of Offerings under the Plan, (2) the number and kind of shares subject to outstanding Offerings and (3) the purchase price with respect to any of the foregoing and/or, if deemed appropriate, make provision for a cash payment to a person who has outstanding purchase rights provided, however, that the number of shares subject to any such purchase rights shall always be a whole number. (i) Assignability: No rights hereunder shall be assignable or transferable except by will or by the laws of descent and distribution. During the lifetime of an employee who has been granted purchase rights under an Offering the shares which are covered by such purchase rights may be purchased only by the employee. (j) Employee's Agreement: If, at the time of the purchase of shares which are covered by purchase rights under an Offering, in the opinion of counsel for the Corporation, it is necessary or desirable, in order to comply with any applicable laws or regulations relating to the sale of securities, that the employee purchasing such shares shall agree that such employee will purchase such shares for investment and not with any present intention to resell the same, the employee will, upon the request of the Corporation, execute and deliver to the Corporation an agreement to such effect. The Corporation may also require that a legend setting forth such investment intention be stamped or otherwise written on the certificates for shares purchased pursuant to the Plan. (k) Rights as a Shareholder: An employee who has been granted purchase rights hereunder shall have no rights as a shareholder with respect to shares covered by such purchase rights until the date of the issuance of the shares to the employee. No adjustment will be made for dividends or other rights for which the record date is prior to the date of such issuance. For purposes of this Plan, the Corporation, in lieu of the issuance of certificates, may utilize a book entry account system for recording ownership of shares of Common Stock, subject to the rules generally applicable to such system. 7. TERM OF PLAN. No grant of purchase rights shall be made after April 24, 2011. 3 8. AMENDMENTS. The Plan is wholly discretionary in nature. As such, the Board of Directors may, in its sole discretion, from time to time alter, amend, suspend, or discontinue the Plan or alter or amend any and all purchase rights; provided, however, that no such action of the Board of Directors may, without the approval of the Shareholders, make any amendment for which Shareholder approval is necessary to comply with any tax or regulatory requirement with which the Committee has determined it is necessary or advisable to have the Corporation comply. Subject to the limitations in this Section 8 relating to Shareholder approval, the Committee may, in its sole discretion, make such amendment or modification to the Plan or any purchase rights granted thereunder as is necessary or desirable to comply with, or effectuate administration of the Plan under the laws, rules or regulations of any foreign jurisdiction, the laws of which may be applicable to the Plan or its participants thereunder. 9. APPLICATION OF FUNDS. The proceeds received by the Corporation from the sale of Common Stock pursuant to an Offering will be used for general corporate purposes. 10. GOVERNING LAW. This Plan and all Offerings shall be construed in accordance with and governed by the laws of the State of New York. 4 -----END PRIVACY-ENHANCED MESSAGE-----