<PAGE>   1
As filed with the United States Securities and Exchange Commission on July 31,
1996.
                                                                Registration No.
================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                             ----------------------


                                    FORM S-8

                             REGISTRATION STATEMENT
                                     under
                           THE SECURITIES ACT OF 1933


                             ----------------------


                              THE CHUBB CORPORATION
               (Exact name of issuer as specified in its charter)


               NEW JERSEY                                13-2595722
      (State or other jurisdiction                    (I.R.S. Employer
           of Incorporation)                       Identification Number)



              15 MOUNTAIN VIEW ROAD
                  P.O. BOX 1615
               WARREN, NEW JERSEY                           07061-1615
    (Address of principal executive offices)                (Zip Code)


                             ----------------------


                              THE CHUBB CORPORATION
                      LONG-TERM STOCK INCENTIVE PLAN (1996)
                            (Full title of the plan)


                             ----------------------


                  HENRY G. GULICK, Vice President and Secretary
                              THE CHUBB CORPORATION
                              15 Mountain View Road
                                  P.O. Box 1615
                          Warren, New Jersey 07061-1615
                     (Name and address of agent for service)

          Telephone number, including area code, of agent for service:

                                  908-903-3576


                             ----------------------

<PAGE>   2
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================


                                 Proposed     Proposed
     Title of                    maximum      maximum
     securities     Amount       offering     aggregate        Amount of
      to be         to be        price per    offering        registration
    registered     registered(1) share (2)    price (2)           fee

- --------------------------------------------------------------------------------
<S>                <C>            <C>        <C>             <C>
Common Stock       14,000,000     $41.625    $582,750,000    $200,948.28
($1.00 par value)   Shares

- --------------------------------------------------------------------------------
</TABLE>

(1)      Plus an indeterminate number of additional shares which may be offered
         and issued to prevent dilution resulting from stock splits, stock
         dividends or similar transactions. The maximum number of shares of
         Common Stock in respect of which Awards may be made under the Plan
         shall be 8,730,000 shares of Common Stock plus up to an additional
         5,270,000 shares of Common Stock to the extent such shares of Common
         Stock are reacquired by the Corporation, including shares purchased in
         the open market, after April 23, 1996.

(2)      The 14,000,000 shares are issuable under the Long-Term Stock Incentive
         Plan (1996). The proposed maximum aggregate offering price is based
         upon the average sales price on the New York Stock Exchange on July 29,
         1996.



                                        2

<PAGE>   3

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Chubb Corporation (the "Company") hereby incorporates, or will be
deemed to have incorporated, herein by reference the following documents:

         (1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;

         (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 1995;

         (3) The description of the Company's Common Stock contained in the
Company's most recent Exchange Act registration statement, including any
amendment thereto or report filed for the purpose of updating such description;
and

         (4) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.


                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Reference is made to Section 14A:3-5 of the New Jersey Business
Corporation Act as to indemnification by the Registrant of officers and
directors.

         Article Twelfth of the Company's Restated Certificate of Incorporation
provides as follows with respect to the indemnification of the Corporation's
officers and directors:

                  Section A. A Director or Officer of the Corporation shall not
         be personally liable to the Corporation or its stockholders for damages
         for breach of any duty owed to the Corporation or its stockholders,
         except for liability for any breach of duty based upon an act or
         omission (i) in breach of such Director's or Officer's duty of loyalty
         to the Corporation or stockholders, (ii) not in good faith or involving
         a knowing violation of law or (iii) resulting in receipt by such
         Director or Officer of an improper personal benefit. The provisions of
         this section shall be effective as and to the fullest extent that, in
         whole or in part, they shall be authorized or permitted by the laws of
         the State of New Jersey. No repeal or modification of the foregoing
         provisions of this Section A nor, to the fullest extent permitted by
         law, any modification of law shall adversely affect any right or
         protection of a Director or Officer of the Corporation which exists at
         the time of such repeal or modification.

                  Section B.

                        1.   As used in this Section B:



                                        3
<PAGE>   4
                  (a) "corporate agent" means any person who is or was a
         director, officer or employee of the Corporation and any person who is
         or was a director, officer, trustee or employee of any other
         enterprise, serving, or continuing to serve, as such at the written
         request of the Corporation, signed by the Chairman or the President or
         pursuant to a resolution of the Board of Directors, or the legal
         representative of any such person;

                  (b) "other enterprise" means any domestic or foreign
         corporation, other than the Corporation, and any partnership, joint
         venture, sole proprietorship, trust, employee benefit plan or other
         enterprise, whether or not for profit, served by a corporate agent;

                  (c) "expenses" means reasonable costs, disbursements and
         counsel fees;

                  (d) "liabilities" means amounts paid or incurred in
         satisfaction of settlements, judgments, fines and penalties;

                  (e) "proceeding" means any pending, threatened or completed
         civil, criminal, administrative or arbitrative action, suit or
         proceeding, and any appeal therein and any inquiry or investigation
         which could lead to such action, suit or proceeding, and shall include
         any proceeding as so defined existing at or before, and any proceedings
         relating to facts occurring or circumstances existing at or before, the
         adoption of this Section B.

                  2. Each corporate agent shall be indemnified by the
         Corporation against his expenses and liabilities in connection with any
         proceeding involving the corporate agent by reason of his having been
         such corporate agent to the fullest extent permitted by applicable law
         as the same exists or may hereafter be amended or modified. The right
         to indemnification conferred by this paragraph 2 shall also include the
         right to be paid by the Corporation the expenses incurred in connection
         with any such proceeding in advance of its final disposition to the
         fullest extent authorized by applicable law as the same exists or may
         hereafter be amended or modified. The right to indemnification
         conferred in this paragraph 2 shall be a contract right.

                  3. The Corporation may purchase and maintain insurance on
         behalf of any corporate agent against any expenses incurred in any
         proceeding and any liabilities asserted against him by reason of his
         having been a corporate agent, whether or not the corporation would
         have the power to indemnify him against such expenses and liabilities
         under applicable law as the same exists or may hereafter be amended or
         modified. The Corporation may purchase such insurance from, or such
         insurance may be reinsured in whole or in part by, an insurer owned by
         or otherwise affiliated with the Corporation, whether or not such
         insurer does business with other insureds.

                  The rights and authority conferred in this Section B shall not
         exclude any other right to which any person may be entitled under this
         Certificate of Incorporation, the By-Laws, any agreement, vote of
         stockholders or otherwise. No repeal or modification of the foregoing
         provisions of this Section B nor, to the fullest extent permitted by
         law, any modification of law, shall adversely affect any right or
         protection of a corporate agent which exists at the time of such repeal
         or modification.

                                   *   *   *



                                        4
<PAGE>   5
         The directors and officers of the Corporation are covered by insurance
policies indemnifying them against certain liabilities which may arise out of
their employment, including any liabilities arising under the Securities Act of
1933, as amended (the "Securities Act"), which might be incurred by them in such
capacities.

                                    EXHIBITS

         The following is a complete list of exhibits filed as part of this
Registration Statement.

  Exhibit
    No.         Exhibit

     5       Opinion of Davis Polk & Wardwell
             (legality)

    23(a)    Consent of Ernst & Young LLP, independent
             auditors

    23(b)    Consent of Davis Polk & Wardwell
             (included in Exhibit 5)

    24       Powers of Attorney


                                  UNDERTAKINGS

         (a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;

              (i) To include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933;

              (ii) To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high and of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than 20 percent change in
         the maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement;

              (iii) To include any material information with respect to the plan
         of distribution not previously disclosed in the registration statement
         or any material change to such information in the registration
         statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and



                                        5

<PAGE>   6
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                        6
<PAGE>   7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Warren, State of New Jersey, on July 31, 1996.


                              THE CHUBB CORPORATION


     
                              By /s/ Gail E. Devlin
                                 ---------------------------  
                                 (Gail E. Devlin, Senior
                                    Vice President)

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

     Signature                  Title                              Date


          *                     Chairman, President,           July 31, 1996
- --------------------------        Chief Executive Officer
   (Dean R. O'Hare)               and Director           

                                

          *                     Vice Chairman,                 July 31, 1996
- --------------------------        Chief Financial Officer   
   (Percy Chubb, III)             and Director
                                


          *                    Director                        July 31, 1996
- --------------------------
    (John C. Beck)


                               Director                        July 31, 1996
- --------------------------     
   (James I. Cash, Jr.)



          *                    Director                       July 31, 1996
- --------------------------
    (Joel J. Cohen)





                                        7

<PAGE>   8
          *                   Director                   July 31, 1996
- --------------------------
    (David H. Hoag)



          *                   Director                   July 31, 1996
- --------------------------
   (Robert V. Lindsay)



          *                   Director                   July 31, 1996
- --------------------------
   (Thomas C. MacAvoy)



          *                   Director                   July 31, 1996
- --------------------------
   (Gertrude Michelson)



          *                   Director                   July 31, 1996
- --------------------------
   (Warren B. Rudman)



          *                   Director                   July 31, 1996
- --------------------------
(Sir David G. Scholey, CBE)



          *                   Director                   July 31, 1996
- --------------------------
   (Raymond G.H. Seitz)



          *                   Director                   July 31, 1996
- --------------------------
   (Lawrence M. Small)



          *                   Director                   July 31, 1996
- --------------------------
    (Richard D. Wood)



          *                   Senior Vice President      July 31, 1996
- --------------------------      and Chief Accounting 
    (Henry B. Schram)           Officer              

                                                

*By /s/ Henry G. Gulick
- --------------------------
   (Henry G. Gulick,
   Attorney-in-fact)



                                        8
<PAGE>   9

                                EXHIBITS INDEX
                                --------------

  Exhibit
    No.         Exhibit
  -------       -------

     5       Opinion of Davis Polk & Wardwell
             (legality)

    23(a)    Consent of Ernst & Young LLP, independent
             auditors

    23(b)    Consent of Davis Polk & Wardwell
             (contained in Exhibit 5)

    24       Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19487}]
{"company-data": {"conformed-name": "CHUBB CORP", "cik": "0000020171", "assigned-sic": "6331", "irs-number": "132595722", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09273", "film-number": "96601848"}, "business-address": {"street1": "15 MOUNTAIN VIEW RD P O BOX 1615", "city": "WARREN", "state": "NJ", "zip": "07061", "phone": "9805802000"}}
1
As filed with the United States Securities and Exchange Commission on July 31,
1996.
                                                                Registration No.
================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     under
                           THE SECURITIES ACT OF 1933

                             ----------------------

                              THE CHUBB CORPORATION
               (Exact name of issuer as specified in its charter)

               NEW JERSEY                                13-2595722
      (State or other jurisdiction                    (I.R.S. Employer
           of Incorporation)                       Identification Number)

              15 MOUNTAIN VIEW ROAD
                  P.O. BOX 1615
               WARREN, NEW JERSEY                           07061-1615
    (Address of principal executive offices)                (Zip Code)

                             ----------------------

                              THE CHUBB CORPORATION
                      LONG-TERM STOCK INCENTIVE PLAN (1996)
                            (Full title of the plan)

                             ----------------------

                  HENRY G. GULICK, Vice President and Secretary
                              THE CHUBB CORPORATION
                              15 Mountain View Road
                                  P.O. Box 1615
                          Warren, New Jersey 07061-1615
                     (Name and address of agent for service)

          Telephone number, including area code, of agent for service:

                                  908-903-3576

                             ----------------------
2
                         CALCULATION OF REGISTRATION FEE
================================================================================

                                 Proposed     Proposed
     Title of                    maximum      maximum
     securities     Amount       offering     aggregate        Amount of
      to be         to be        price per    offering        registration
    registered     registered(1) share (2)    price (2)           fee

- --------------------------------------------------------------------------------
Common Stock       14,000,000     $41.625    $582,750,000    $200,948.28
($1.00 par value)   Shares

- --------------------------------------------------------------------------------
(1)      Plus an indeterminate number of additional shares which may be offered
         and issued to prevent dilution resulting from stock splits, stock
         dividends or similar transactions. The maximum number of shares of
         Common Stock in respect of which Awards may be made under the Plan
         shall be 8,730,000 shares of Common Stock plus up to an additional
         5,270,000 shares of Common Stock to the extent such shares of Common
         Stock are reacquired by the Corporation, including shares purchased in
         the open market, after April 23, 1996.

(2)      The 14,000,000 shares are issuable under the Long-Term Stock Incentive
         Plan (1996). The proposed maximum aggregate offering price is based
         upon the average sales price on the New York Stock Exchange on July 29,
         1996.

                                        2
3

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Chubb Corporation (the "Company") hereby incorporates, or will be
deemed to have incorporated, herein by reference the following documents:

         (1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;

         (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 1995;

         (3) The description of the Company's Common Stock contained in the
Company's most recent Exchange Act registration statement, including any
amendment thereto or report filed for the purpose of updating such description;
and

         (4) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Reference is made to Section 14A:3-5 of the New Jersey Business
Corporation Act as to indemnification by the Registrant of officers and
directors.

         Article Twelfth of the Company's Restated Certificate of Incorporation
provides as follows with respect to the indemnification of the Corporation's
officers and directors:

                  Section A. A Director or Officer of the Corporation shall not
         be personally liable to the Corporation or its stockholders for damages
         for breach of any duty owed to the Corporation or its stockholders,
         except for liability for any breach of duty based upon an act or
         omission (i) in breach of such Director's or Officer's duty of loyalty
         to the Corporation or stockholders, (ii) not in good faith or involving
         a knowing violation of law or (iii) resulting in receipt by such
         Director or Officer of an improper personal benefit. The provisions of
         this section shall be effective as and to the fullest extent that, in
         whole or in part, they shall be authorized or permitted by the laws of
         the State of New Jersey. No repeal or modification of the foregoing
         provisions of this Section A nor, to the fullest extent permitted by
         law, any modification of law shall adversely affect any right or
         protection of a Director or Officer of the Corporation which exists at
         the time of such repeal or modification.

                  Section B.

                        1.   As used in this Section B:

                                        3
4
                  (a) "corporate agent" means any person who is or was a
         director, officer or employee of the Corporation and any person who is
         or was a director, officer, trustee or employee of any other
         enterprise, serving, or continuing to serve, as such at the written
         request of the Corporation, signed by the Chairman or the President or
         pursuant to a resolution of the Board of Directors, or the legal
         representative of any such person;

                  (b) "other enterprise" means any domestic or foreign
         corporation, other than the Corporation, and any partnership, joint
         venture, sole proprietorship, trust, employee benefit plan or other
         enterprise, whether or not for profit, served by a corporate agent;

                  (c) "expenses" means reasonable costs, disbursements and
         counsel fees;

                  (d) "liabilities" means amounts paid or incurred in
         satisfaction of settlements, judgments, fines and penalties;

                  (e) "proceeding" means any pending, threatened or completed
         civil, criminal, administrative or arbitrative action, suit or
         proceeding, and any appeal therein and any inquiry or investigation
         which could lead to such action, suit or proceeding, and shall include
         any proceeding as so defined existing at or before, and any proceedings
         relating to facts occurring or circumstances existing at or before, the
         adoption of this Section B.

                  2. Each corporate agent shall be indemnified by the
         Corporation against his expenses and liabilities in connection with any
         proceeding involving the corporate agent by reason of his having been
         such corporate agent to the fullest extent permitted by applicable law
         as the same exists or may hereafter be amended or modified. The right
         to indemnification conferred by this paragraph 2 shall also include the
         right to be paid by the Corporation the expenses incurred in connection
         with any such proceeding in advance of its final disposition to the
         fullest extent authorized by applicable law as the same exists or may
         hereafter be amended or modified. The right to indemnification
         conferred in this paragraph 2 shall be a contract right.

                  3. The Corporation may purchase and maintain insurance on
         behalf of any corporate agent against any expenses incurred in any
         proceeding and any liabilities asserted against him by reason of his
         having been a corporate agent, whether or not the corporation would
         have the power to indemnify him against such expenses and liabilities
         under applicable law as the same exists or may hereafter be amended or
         modified. The Corporation may purchase such insurance from, or such
         insurance may be reinsured in whole or in part by, an insurer owned by
         or otherwise affiliated with the Corporation, whether or not such
         insurer does business with other insureds.

                  The rights and authority conferred in this Section B shall not
         exclude any other right to which any person may be entitled under this
         Certificate of Incorporation, the By-Laws, any agreement, vote of
         stockholders or otherwise. No repeal or modification of the foregoing
         provisions of this Section B nor, to the fullest extent permitted by
         law, any modification of law, shall adversely affect any right or
         protection of a corporate agent which exists at the time of such repeal
         or modification.

                                   *   *   *

                                        4
5
         The directors and officers of the Corporation are covered by insurance
policies indemnifying them against certain liabilities which may arise out of
their employment, including any liabilities arising under the Securities Act of
1933, as amended (the "Securities Act"), which might be incurred by them in such
capacities.

                                    EXHIBITS

         The following is a complete list of exhibits filed as part of this
Registration Statement.

  Exhibit
    No.         Exhibit

     5       Opinion of Davis Polk & Wardwell
             (legality)

    23(a)    Consent of Ernst & Young LLP, independent
             auditors

    23(b)    Consent of Davis Polk & Wardwell
             (included in Exhibit 5)

    24       Powers of Attorney

                                  UNDERTAKINGS

         (a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;

              (i) To include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933;

              (ii) To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high and of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than 20 percent change in
         the maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement;

              (iii) To include any material information with respect to the plan
         of distribution not previously disclosed in the registration statement
         or any material change to such information in the registration
         statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and

                                        5
6
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                        6
7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Warren, State of New Jersey, on July 31, 1996.

                              THE CHUBB CORPORATION

     
                              By /s/ Gail E. Devlin
                                 ---------------------------  
                                 (Gail E. Devlin, Senior
                                    Vice President)

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

     Signature                  Title                              Date

          *                     Chairman, President,           July 31, 1996
- --------------------------        Chief Executive Officer
   (Dean R. O'Hare)               and Director           

                                

          *                     Vice Chairman,                 July 31, 1996
- --------------------------        Chief Financial Officer   
   (Percy Chubb, III)             and Director
                                

          *                    Director                        July 31, 1996
- --------------------------
    (John C. Beck)

                               Director                        July 31, 1996
- --------------------------     
   (James I. Cash, Jr.)

          *                    Director                       July 31, 1996
- --------------------------
    (Joel J. Cohen)

                                        7
8
          *                   Director                   July 31, 1996
- --------------------------
    (David H. Hoag)

          *                   Director                   July 31, 1996
- --------------------------
   (Robert V. Lindsay)

          *                   Director                   July 31, 1996
- --------------------------
   (Thomas C. MacAvoy)

          *                   Director                   July 31, 1996
- --------------------------
   (Gertrude Michelson)

          *                   Director                   July 31, 1996
- --------------------------
   (Warren B. Rudman)

          *                   Director                   July 31, 1996
- --------------------------
(Sir David G. Scholey, CBE)

          *                   Director                   July 31, 1996
- --------------------------
   (Raymond G.H. Seitz)

          *                   Director                   July 31, 1996
- --------------------------
   (Lawrence M. Small)

          *                   Director                   July 31, 1996
- --------------------------
    (Richard D. Wood)

          *                   Senior Vice President      July 31, 1996
- --------------------------      and Chief Accounting 
    (Henry B. Schram)           Officer              

                                                

*By /s/ Henry G. Gulick
- --------------------------
   (Henry G. Gulick,
   Attorney-in-fact)

                                        8
9

                                EXHIBITS INDEX
                                --------------

  Exhibit
    No.         Exhibit
  -------       -------

     5       Opinion of Davis Polk & Wardwell
             (legality)

    23(a)    Consent of Ernst & Young LLP, independent
             auditors

    23(b)    Consent of Davis Polk & Wardwell
             (contained in Exhibit 5)

    24       Powers of Attorney