8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 AND 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):   August 13, 2002

THE CHUBB CORPORATION

(Exact name of registrant as specified in its charter)

New Jersey	1-8661	13-2595722
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15 Mountain View Road, P.O. Box 1615, Warren, New Jersey	07061-1615
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code    (908) 903-2000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

	Item 7. Financial Statements and Exhibits.
	Item 9. Regulation FD Disclosure.
SIGNATURE
EXHIBIT INDEX TO CURRENT REGISTRATION FORM 8-K
DATED AUGUST 13, 2002
EX-99.1: STATEMENT OF PRINCIPAL EXECUTIVE OFFICER
EX-99.2: STATEMENT OF PRINCIPAL FINANCIAL OFFICER
EX-99.3: CERTIFICATION OF CHIEF EXECUTIVE OFFICER
EX-99.4: CERTIFICATION OF CHIEF FINANCIAL OFFICER
EX-99.5: PRESS RELEASE

Item 7. Financial Statements and Exhibits.

(a)	Not applicable.
(b)	Not applicable.
(c)	Exhibits	The following exhibits are being filed herewith:
	(99.1)	Statement under oath of principal executive officer regarding facts and circumstances relating to Exchange Act filings, dated August 13, 2002.
	(99.2)	Statement under oath of principal financial officer regarding facts and circumstances relating to Exchange Act filings, dated August 13, 2002.
	(99.3)	Certification of the Registrant’s Chief Executive Officer to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2002, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	(99.4)	Certification of the Registrant’s Chief Financial Officer to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2002, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	(99.5)	Press release issued by Registrant on August 13, 2002 relating to the statements under oath and certifications filed as Exhibits 99.1 through 99.4 herein.

Item 9. Regulation FD Disclosure.

         On August 13, 2002, Dean R. O’Hare and Weston M. Hicks, the principal executive officer and principal financial officer of The Chubb Corporation (the “Registrant”), respectively each filed with the Securities and Exchange Commission a written statement under oath regarding the facts and circumstances relating to filings of the Registrant under the Securities Exchange Act of 1934 (the “Exchange Act”) pursuant to Securities and Exchange Commission Order No. 4-460 requiring the filing of sworn statements pursuant to Section 21(a)(1) of the Exchange Act. The Registrant is filing copies of such statements as Exhibits 99.1 and 99.2 hereto, which are incorporated by reference herein.

         On August 13, 2002, Dean R. O’Hare and Weston M. Hicks also submitted written certifications to the information contained in the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2002, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. The Registrant is filing copies of such certifications as Exhibits 99.3 and 99.4 hereto, which are incorporated by reference herein.

         On August 13, 2002, the Registrant issued a press release relating to the statements under oath and the certifications referred to above, the expensing of stock options beginning 2003 and the repurchase of common stock since July 29, 2002, and is filing a copy of this press release as Exhibit 99.5 hereto, which is incorporated by reference herein.

SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

THE CHUBB CORPORATION
By:	/s/ Joanne L. Bober Name:   Joanne L. Bober Title:    Senior Vice President and              General Counsel

August 13, 2002

EXHIBIT INDEX TO CURRENT REGISTRATION FORM 8-K
DATED AUGUST 13, 2002

Exhibit Number
(99.1)	Statement under oath of principal executive officer regarding facts and circumstances relating to Exchange Act filings, dated August 13, 2002.
(99.2)	Statement under oath of principal financial officer regarding facts and circumstances relating to Exchange Act filings, dated August 13, 2002
(99.3)	Certification of the Registrant’s Chief Executive Officer to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2002, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(99.4)	Certification of the Registrant’s Chief Financial Officer to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2002, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(99.5)	Press release issued by Registrant on August 13, 2002 relating to the statements under oath and certifications filed as Exhibits 99.1 through 99.4 herein, the expensing of stock options beginning 2003 and the repurchase of common stock since July 29, 2002.

EX-99.1 3 y62786exv99w1.htm EX-99.1: STATEMENT OF PRINCIPAL EXECUTIVE OFFICER

Exhibit 99.1

Statement Under Oath of Principal Executive Officer and
Principal Financial Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings

I, Dean R. O’Hare, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of The Chubb Corporation, and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)	I have reviewed the contents of this statement with the Company’s audit committee.
(3)	In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• Annual Report on Form 10-K filed with the Commission of The Chubb Corporation;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of The Chubb Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

/s/   Dean R. O’Hare Dean R. O’Hare Chairman and Chief Executive Officer The Chubb Corporation August 13, 2002	Subscribed and sworn to before me this 13th day of August, 2002.
	/s/	Constance L. Harrison Notary Public
	My Commission Expires:
	Constance L. Harrison A Notary Public of New Jersey My Commission Expires December 17, 2005

EX-99.2 4 y62786exv99w2.htm EX-99.2: STATEMENT OF PRINCIPAL FINANCIAL OFFICER

Exhibit 99.2

Statement Under Oath of Principal Executive Officer and
Principal Financial Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings

I, Weston M. Hicks, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of The Chubb Corporation, and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)	I have reviewed the contents of this statement with the Company’s audit committee.
(3)	In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• Annual Report on Form 10-K filed with the Commission of The Chubb Corporation;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of The Chubb Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

/s/ Weston M. Hicks Weston M. Hicks Executive Vice President and Chief Financial Officer The Chubb Corporation August 13, 2002	Subscribed and sworn to before me this 13th day of August, 2002.
	/s/ Constance L. Harrison
	Notary Public
	My Commission Expires:
	Constance L. Harrison A Notary Public of New Jersey My Commission Expires December 17, 2005

EX-99.3 5 y62786exv99w3.htm EX-99.3: CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Exhibit 99.3

CERTIFICATION OF PERIODIC REPORT

I, Dean R. O’Hare, Chairman and Chief Executive Officer of The Chubb Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)	the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2002 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 13, 2002

/s/ Dean R. O’Hare
Dean R. O’Hare
Chairman and Chief Executive Officer

EX-99.4 6 y62786exv99w4.htm EX-99.4: CERTIFICATION OF CHIEF FINANCIAL OFFICER

Exhibit 99.4

CERTIFICATION OF PERIODIC REPORT

I, Weston M. Hicks, Executive Vice President and Chief Financial Officer of The Chubb Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)	the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2002 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 13, 2002

/s/ Weston M. Hicks
Weston M. Hicks
Executive Vice President and
Chief Financial Officer

EX-99.5 7 y62786exv99w5.htm EX-99.5: PRESS RELEASE

	News from The Chubb Corporation
		The Chubb Corporation 15 Mountain View Road • P.O. Box 1615 Warren, New Jersey 07061-1615 Telephone: 908-903-2000

FOR IMMEDIATE RELEASE

Chubb CEO and CFO Certify SEC Reports;
Chubb Will Begin Expensing Stock Options in 2003;
Company Repurchases 1 Million Shares

         WARREN, New Jersey, August 13, 2002 – The Chubb Corporation [NYSE: CB] announced today that Dean R. O’Hare, chairman and chief executive officer, and Weston M. Hicks, executive vice president and chief financial officer, had certified the company’s reports to the Securities and Exchange Commission in compliance with recent legislation and regulations. The certifications have been submitted to the SEC today. Copies of the certifications may be viewed at the company’s Web site, www.chubb.com (click on “Investors”).

         Chubb also announced that it will begin expensing the fair value of all stock options granted beginning January 1, 2003 in accordance with Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation. As previously disclosed in Chubb’s 2001 Annual Report, had Chubb accounted for all applicable stock-based compensation using the fair-value based method, Chubb’s 2001 net income would have been reduced by $0.26 per share.

         Chubb estimates that adopting SFAS No. 123 would reduce 2003 earnings by approximately $0.11 per share. If Chubb were to continue to follow its historic practices as to the number and terms of the stock options it grants, Chubb estimates that its annual stock option expense under SFAS No. 123 would increase to approximately $0.25 per share in 2005. However, Chubb has made modifications to the mix of cash and equity in its incentive compensation program that are expected to reduce the earnings impact of expensing stock options beginning in 2003.

         In addition, Chubb announced that since it reported its second quarter earnings on July 29th, 2002, it has repurchased 1.0 million shares of its common stock at an average cost of $62.69 per share.

For further information contact:	Investors:	Weston M. Hicks (908) 903-4334
		Glenn A. Montgomery (908) 903-2365
	Media:	Mark E. Greenberg (908) 903-2682

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EX-99.1

EX-99.1: STATEMENT OF PRINCIPAL EXECUTIVE OFFICER

EX-99.2

EX-99.2: STATEMENT OF PRINCIPAL FINANCIAL OFFICER

EX-99.3

EX-99.3: CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EX-99.4

EX-99.4: CERTIFICATION OF CHIEF FINANCIAL OFFICER

EX-99.5

EX-99.5: PRESS RELEASE