Edgar Filing: CHUBB CORP

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

COHEN JOEL J

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)	__X__ Other (specify below)
Lead Director

(Last)

(First)

(Middle)

SAGENT ADVISORS INC., 299 PARK AVENUE, 24TH FLOOR

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

(Street)

NEW YORK, NY 10171

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price
COMMON	02/06/2007		M		2,760 ⁽¹⁾	A	$ 52.99	39,958	D

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

PERFORMANCE SHARES 2004

⁽²⁾

02/06/2007

3,860 ⁽³⁾

⁽²⁾

12/31/2006

COMMON

3,860

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
COHEN JOEL J SAGENT ADVISORS INC. 299 PARK AVENUE, 24TH FLOOR NEW YORK, NY 10171	X			Lead Director

Signatures

By: Patricia S. Tomczyk, POA		02/08/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On April 27, 2004, the reporting person received a target award of 1,930 performance shares (as adjusted for the two-for-one stock split on April 18, 2006) (the "2004 Award"). Under the terms of the 2004 Award, the reporting person could have received a number of shares of The Chubb Corporation's common stock ("Common Stock) ranging from 0% to 200% of the target award depending on The Chubb Corporation's relative stock performance compared to other companies in the S&P 500 Index that continued to file public reports during the period from May 1, 2004 through December 31, 2006. At the time of the 2004 Award, the reporting person reported receipt of performance shares representing 3,860 shares of Common Stock which was maximum number of shares payable under the 2004 Award. On February 6, 2007, the performance multiplier for the 2004 Award was determined to be 143% of target, which resulted in an issuance to the reporting person of 2,760 shares of Common Stock.
(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.

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