8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 24, 2007

THE CHUBB CORPORATION

(Exact name of registrant as specified in its charter)

New Jersey	1-8661	13-2595722
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	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.)

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Table of Contents

 EX-3.1: Certificate of Amendment to the Restated Certificate of Incorporation

Item 5.02 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 24, 2007, the shareholders of The Chubb Corporation (the “Corporation”) approved the adoption of a Certificate of Amendment to the Corporation’s Restated Certificate of Incorporation to implement a majority voting standard in the uncontested election of directors. The Certificate of Amendment was filed with the Secretary of State of the State of New Jersey on April 26, 2007. The full text of the Certificate of Amendment is set forth in Exhibit 3.1 of this Form 8-K and is incorporated by reference into this Item 5.02 as if fully set forth herein.

Item 8.01. Other Events.

The Annual Meeting of Shareholders of the Corporation was held on April 24, 2007. Matters submitted to shareholders at the meeting and the voting results thereof were as follows:

Election of Directors. The shareholders of the Corporation elected each of the director nominees proposed by the Corporation’s Board of Directors to serve until his or her successor is duly elected and qualified. The following is a breakdown of the voting results:

DIRECTOR	VOTES FOR		VOTES WITHHELD
Zoë Baird		353,870,969		3,455,516
Sheila P. Burke		354,030,352		3,296,133
James I. Cash, Jr.		351,315,040		6,011,445
Joel J. Cohen		351,917,469		5,409,016
John D. Finnegan		351,933,504		5,392,981
Klaus J. Mangold		342,448,204		14,878,281
Sir David G. Scholey, CBE		350,336,336		6,990,149
Lawrence M. Small		350,773,526		6,552,959
Daniel E. Somers		354,479,276		2,847,209
Karen Hastie Williams		353,521,125		3,805,360
Alfred W. Zollar		354,360,324		2,966,161

Appointment of Ernst & Young LLP as Independent Auditor. The shareholders of the Corporation ratified the appointment of Ernst & Young LLP as the Corporation’s independent auditor. The following is a breakdown of the voting results:

VOTES FOR	VOTES AGAINST		ABSTAIN		NON VOTES
351,865,729		3,383,232		2,077,523		0

     Amendment to the Corporation’s Restated Certificate of Incorporation. The shareholders approved an amendment to the Corporation’s Restated Certificate of Incorporation that provides for a majority voting standard in uncontested elections of members to the Corporation’s Board of Directors. The following is a breakdown of the voting results:

VOTES FOR	VOTES AGAINST		ABSTAIN		NON VOTES
331,826,142		23,067,105		2,433,237		0

Increased Disclosure of Political Contributions. The shareholders of the Corporation rejected a proposal requesting that the Corporation prepare and disclose a report regarding its political contributions and related matters. The following is a breakdown of the voting results:

VOTES FOR	VOTES AGAINST		ABSTAIN		NON VOTES
80,557,539		190,554,431		56,980,529		29,233,985

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

          3.1     Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant

SIGNATURES

     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
Date: April 30, 2007	By:	/s/ W. Andrew Macan
		Name:	W. Andrew Macan
		Title:	Vice President and Secretary

EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
FILED ON APRIL 30, 2007

Exhibit No.	Description
3.1	Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT
TO THE RESTATED CERTIFICATE OF INCORPORATION

OF

THE CHUBB CORPORATION

Pursuant to Sections 14A:9-2(4) and 14A:9-4(3) of the
New Jersey Business Corporation Act

     The undersigned DOES HEREBY CERTIFY:

     FIRST: That the name of the corporation is THE CHUBB CORPORATION.

     SECOND: That the Board of Directors of The Chubb Corporation, a New Jersey corporation (hereinafter called the “Corporation”), at a meeting duly convened and held on March 2, 2007, at which a quorum was present and acting throughout, did approve and authorize this amendment to the Corporation’s Restated Certificate of Incorporation.

     THIRD: That the shareholders of the Corporation, at a meeting duly convened and held on April 24, 2007, at which a quorum was present and acting throughout (the “Shareholder Meeting”), did approve and authorize this amendment to the Corporation’s Restated Certificate of Incorporation.

     FOURTH: That 407,355,123 shares of the Corporation’s common stock, par value $1.00 per share (the “Common Stock”), were entitled to vote on this Amendment at the Shareholder Meeting.

     FIFTH: That the holders of 331,826,142 shares of Common Stock voted for this Amendment and the holders of 23,067,105 shares of Common Stock voted against this amendment.

     SIXTH: That the existing paragraph of Article SEVENTH is hereby redesignated as Article SEVENTH, clause (a) and there be added to Article SEVENTH a new clause (b) to read in its entirety as follows:

(b) Except as otherwise required by law, directors shall be elected by the affirmative vote of a majority of the votes cast in person or by proxy (counting as cast for such purpose those shares in respect of which votes are “withheld” pursuant to Rule 14a-4(b)(2) of the proxy solicitation rules and regulations promulgated under the Securities Exchange Act of 1934, as amended), at a meeting at which a quorum is present, unless the number of nominees exceeds the number of directors to be elected, in which case, directors shall be elected by a plurality of the votes cast in person or by proxy at the meeting at which a quorum is present. In the event that a director nominee fails to receive a majority of the votes cast in an election where the number of nominees equals the number of directors to be elected, the Board of Directors may decrease the number of directors, fill the vacancy, or take other appropriate action.

     SEVENTH: That the foregoing amendment shall be effective on and as of April 26, 2007.

     IN WITNESS WHEREOF, The Chubb Corporation has caused its corporate seal to be hereunto affixed and this Amendment to be signed by its Chairman, President and Chief Executive Officer, John D. Finnegan, and attested by its Secretary, W. Andrew Macan, this 26^th day of April, 2007.

/s/ John D. Finnegan  

Chairman, President and Chief 

Executive Officer 

Attest:

/s/ W. Andrew Macan

Secretary