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Annual Report 2005 - Chubb Group of Insurance Companies

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Exhibit<br />

Number<br />

THE CHUBB CORPORATION<br />

EXHIBITS INDEX<br />

(Item 15(a))<br />

Description<br />

ÌArticles <strong>of</strong> incorporation and by-laws<br />

3.1 Restated CertiÑcate <strong>of</strong> Incorporation. Incorporated by reference to Exhibit (3) <strong>of</strong><br />

the registrant's Quarterly <strong>Report</strong> on Form 10-Q for the quarter ended June 30,<br />

1996.<br />

3.2 Certificate <strong>of</strong> Amendment to the Restated Certificate <strong>of</strong> Incorporation. Incorporated<br />

by reference to Exhibit (3) <strong>of</strong> the registrant's <strong>Annual</strong> <strong>Report</strong> on Form 10-K for the<br />

year ended December 31, 1998.<br />

3.3 Certificate <strong>of</strong> Correction <strong>of</strong> Certificate <strong>of</strong> Amendment to the Restated Certificate <strong>of</strong><br />

Incorporation. Incorporated by reference to Exhibit (3) <strong>of</strong> the registrant's <strong>Annual</strong><br />

<strong>Report</strong> on Form 10-K for the year ended December 31, 1998.<br />

3.4 By-Laws. Incorporated by reference to Exhibit (3.1) <strong>of</strong> the registrant's Current<br />

<strong>Report</strong> on Form 8-K Ñled on December 9, 2003.<br />

ÌInstruments deÑning the rights <strong>of</strong> security holders, including indentures<br />

The registrant is not Ñling any instruments evidencing any indebtedness since the<br />

total amount <strong>of</strong> securities authorized under any single instrument does not exceed<br />

10% <strong>of</strong> the total assets <strong>of</strong> the registrant and its subsidiaries on a consolidated basis.<br />

Copies <strong>of</strong> such instruments will be furnished to the Securities and Exchange<br />

Commission upon request.<br />

4.1 Purchase Contract Agreement, dated as <strong>of</strong> June 24, 2003, between The <strong>Chubb</strong><br />

Corporation and Bank One Trust Company, N.A., as Purchase Contract Agent.<br />

Incorporated by reference to Exhibit (4.1) <strong>of</strong> the registrant's Current <strong>Report</strong> on<br />

Form 8-K Ñled on June 25, 2003.<br />

4.2 Pledge Agreement, dated as <strong>of</strong> June 24, 2003, between The <strong>Chubb</strong> Corporation, BNY<br />

Midwest Trust Company, as Collateral Agent, Custodial Agent and Securities<br />

Intermediary, and Bank One Trust Company, N.A., as Purchase Contract Agent.<br />

Incorporated by reference to Exhibit (4.2) <strong>of</strong> the registrant's Current <strong>Report</strong> on<br />

Form 8-K Ñled on June 25, 2003.<br />

4.3 Rights Agreement dated as <strong>of</strong> March 12, 1999 between The <strong>Chubb</strong> Corporation and<br />

First Chicago Trust Company <strong>of</strong> New York, as Rights Agent. Incorporated by<br />

reference to Exhibit (99.1) <strong>of</strong> the registrant's Current <strong>Report</strong> on Form 8-K Ñled<br />

on March 30, 1999.<br />

ÌMaterial contracts<br />

10.1 Five Year Revolving Credit Agreement, dated as <strong>of</strong> June 22, <strong>2005</strong>, among The <strong>Chubb</strong><br />

Corporation, the banks listed on the signature pages there<strong>of</strong>, Deutsche Bank<br />

Securities Inc. and Citigroup Global Markets Inc., as Arrangers, Deutsche Bank<br />

AG New York Branch and Citicorp USA, Inc., as Swingline Lenders, Citicorp USA,<br />

Inc., as Syndication Agent, the Bank <strong>of</strong> New York and Wachovia Bank, National<br />

Association, as Documentation Agents, and Deutsche Bank AG New York Branch,<br />

as Administrative Agent, incorporated by reference to Exhibit (10.1) <strong>of</strong> the<br />

registrant's Quarterly <strong>Report</strong> on Form 10-Q for the quarter ended June 30, <strong>2005</strong>.<br />

10.2 The <strong>Chubb</strong> Corporation 2003 Producer Stock Incentive Plan incorporated by<br />

reference to Annex B <strong>of</strong> the registrant's deÑnitive proxy statement for the <strong>Annual</strong><br />

Meeting <strong>of</strong> Shareholders held on April 29, 2003.<br />

E-1

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