Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
(a) On December 4, 2008, the Board of Directors of The Chubb Corporation (Chubb) adopted amendments to Chubb's By-Laws. The amendments relate to certain provisions of Article I of the By-Laws as follows:

• Amendments to Sections 2 and 4 clarify that the business conducted at a meeting of Chubb's shareholders must be specified in the notice of meeting as required under New Jersey law.

• Amendments to Section 10: (i) clarify that the advance notice provisions contained in the By-Laws govern both the nomination of directors and other business to be conducted at a meeting of shareholders and are the exclusive means for a shareholder to bring a director nomination or other business before the meeting other than as permitted by Section 14 of the Securities Exchange Act of 1934 and the regulations promulgated thereunder; (ii) expand the requirements that a shareholder must satisfy to propose a director nominee or other business under Article I,
Section 10 of the By-Laws for consideration at a meeting of shareholders, including the shareholder's disclosure of its full economic interest in Chubb (including derivative, hedge and similar positions) and, in the case of a director nomination, biographical and other information regarding the director nominee; and (iii) require that the shareholder (or a duly appointed representative) attend the meeting of shareholders at which the director nomination or other business will be considered.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

3.1 The Chubb Corporation By-Laws as Amended and Restated December 4, 2008

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