<PAGE>
As filed with the Securities and Exchange Commission on April 3, 2002.

                                                                Registration No.

                       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 of Incorporation)    (I.R.S. Employer
          15 Mountain View Road                 Identification Number)
                P.O. Box 1615                        07061-1615
               Warren, New Jersey                    (Zip Code)
  (Address of principal executive offices)

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

                              THE CHUBB CORPORATION
               STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (2001)
                            (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
                            -------------------------

                         CALCULATION OF REGISTRATION FEE
 -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Title of security         Amount being           Proposed maximum              Proposed maximum                Amount of
being registered          registered (1)         offering price per share (2)  aggregate offering price (2)    Registration fee
----------------          --------------         ----------------------------  ----------------------------    ----------------
<S>                       <C>                     <C>                          <C>                             <C>
Common Stock
($1.00 par value)(3)      400,000 shares         $ 72.81                       $29,124,000                     $ 2,680
</TABLE>

(1) This Registration Statement covers 400,000 shares of common stock issuable
pursuant to The Chubb Corporation Stock Option Plan for Non-Employee Directors
(2001), 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.

(2) Calculated pursuant to Rule 457 based on the average of the high and low
price on the New York Stock Exchange for April 1, 2002.

(3) Includes rights to purchase Series B Participating Cumulative Preferred
Stock. Prior to the occurrence of certain events, the rights will not be
evidenced separately from the common stock.
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Pursuant to Rule 428(b)(1) under the Securities Act of 1933 (the
"Act"), the documents containing the information specified in this Part I will
be sent or given to participants under The Chubb Corporation Stock Option Plan
for Non-Employee Directors (2001). These documents, together with the documents
incorporated by reference herein pursuant to Item 3 of Part II below, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Chubb Corporation (the "Corporation") hereby incorporates, or will
be deemed to have incorporated, herein by reference the following documents
filed with the Securities and Exchange Commission (the "SEC"):

         (1)      The Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001, filed with the SEC on March 28, 2002 (SEC File No.
1-8661); and

         (2)      The description of the Corporation's Common Stock contained in
the Corporation's registration statement filed under Section 12 of the
Securities Exchange Act of 1934, including any amendment thereto or report filed
for the purpose of updating such description.

         All documents filed by the Corporation 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 shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

         Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document that also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The Corporation is organized under the laws of the State of New
Jersey. The New Jersey Business Corporation Act, as amended (the "NJBCA"),
provides that a New Jersey corporation has the power generally to indemnify its
directors, officers, employees and other agents against expenses and
liabilities in connection with any proceeding involving such person by reason
of his or her being or having been a corporate agent, other than a proceeding
by or in the right of the corporation, if such person acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal proceeding, such
person had no reasonable cause to believe his or her conduct was unlawful. In
the case of an action brought by or in the right of the corporation,
indemnification of directors, officers, employees and other agents against
expenses is permitted if such person acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation; however, no indemnification is permitted in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
to the corporation, unless and only to the extent that the New Jersey Superior
Court, or the court in which such proceeding was brought, shall determine upon
application that despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
such indemnification. Expenses incurred by a director, officer, employee or
other agent in connection with a proceeding may be, under certain
circumstances, paid by the corporation in advance of the final disposition of
the proceeding as authorized by the board of directors. The power to indemnify
and advance expenses under the NJBCA does not exclude other rights to which a
director, officer, employee or other agent of the corporation may be entitled
to under the certificate of incorporation, by-laws, agreement, vote of
stockholders, or otherwise, provided that no indemnification is permitted to be
made to or on behalf of such person if a judgment or other final adjudication
adverse to such person establishes that his or her acts or omissions were in
breach of his or her duty of loyalty to the corporation or its shareholders,
were not in good faith or involved a violation of the law, or resulted in the
receipt by such person of an improper personal benefit.

         Under the NJBCA, a New Jersey corporation has the power to purchase and
maintain insurance on behalf of any director, officer, employee or other agent
against any expenses incurred in any proceeding and any liabilities asserted
against him or her by reason of his or her being or having been a corporate
agent, whether or not the corporation has the power to indemnify him or her
against such expenses and liabilities under the NJBCA. All of the foregoing
powers of indemnification granted to a New Jersey corporation may be exercised
by such corporation notwithstanding the absence of any provision in its
certificate of incorporation or by-laws authorizing the exercise of such powers.
However, a New Jersey corporation may, with certain limitations, provide in its
certificate of incorporation that a director or officer shall not be personally
liable, or shall be liable only to the extent therein provided, to the
corporation or its shareholders for damages for breach of a duty owed to the
corporation or its shareholders.

         Reference is made to Sections 14A:3-5 and 14A:2-7(3) of the NJBCA as to
indemnification by the Registrant of officers and directors.

         Article Twelfth of the Corporation'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
<PAGE>
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:

                  (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.

         The Corporation is insured against liabilities which it may incur by
reason of Article XII of its Restated Certificate of Incorporation. In addition,
directors and officers are insured at the expense of the Corporation against
certain liabilities which might arise out of their service and not be subject to
indemnification.
<PAGE>

Item 8.  EXHIBITS


<TABLE>
<CAPTION>
           Exhibit No.                    Exhibit
           -----------                    -------
<S>                                       <C>
           4.1                            Restated Certificate of Incorporation of Chubb (incorporated herein by reference to
                                          Exhibit 3 of Chubb's Quarterly Report on Form 10-Q for the quarterly period ended
                                          June 30, 1996, filed on August 14, 1996 (No. 1-8661)).

           4.2                            Certificate of Amendment to the Restated Certificate of Incorporation of Chubb
                                          (incorporated herein by reference to Exhibit 3 of Chubb's Annual Report on Form 10-K for
                                          the year ended December 31, 1998, filed on March 29, 1999 (No. 1-8661)).

           4.3                            Certificate of Correction of Certificate of Amendment to the Restated Certificate of
                                          Incorporation of Chubb (incorporated herein by reference to Exhibit 3 of Chubb's Annual
                                          Report on Form 10-K for the year ended December 31, 1998, filed on March 29, 1999 (No.
                                          1-8661)).

           4.4                            Restated By-Laws of Chubb (incorporated herein by reference to Exhibit 3 of Chubb's
                                          Annual Report on Form 10-K for the year ended December 31, 2000, filed on March 27,
                                          2001 (No. 1-8661)).

           5*                             Opinion of Drinker Biddle & Shanley LLP

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

           23(b)*                         Consent of Drinker Biddle & Shanley LLP
                                          (contained in Exhibit 5)

           24*                            Powers of Attorney

           99*                            Text of The Chubb Corporation Stock Option Plan For Non-Employee
                                          Directors (2001)
</TABLE>
-----------------
* Filed herewith

Item 9.  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;

                                    (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 a 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;
<PAGE>
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 the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section15(d) of the Exchange Act that are incorporated by reference in the
registration statement.

                           (2)      That, for the purpose of determining any
liability under the Securities Act, 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, each filing
of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 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 Exchange 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 Exchange Act
and will be governed by the final adjudication of such issue.
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 April 3, 2002.

                                       THE CHUBB CORPORATION



                                       By  /s/ Henry G. Gulick
                                           ---------------------------------
                                           (Henry G. Gulick, Vice President
                                           and Secretary)

         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.

<TABLE>
<CAPTION>
                 Signature                                             Title                                   Date
                 ---------                                             -----                                   ----
<S>                                                           <C>                                           <C>
                     *                                        Chairman,                                     April 3, 2002
-----------------------------------------------               Chief Executive Officer
(Dean R. O'Hare)                                              and Director

                     *                                        Executive Vice President                      April 3, 2002
-----------------------------------------------               and Chief Financial
(Weston M. Hicks)                                             Officer

                     *                                        Senior Vice President and                     April 3, 2002
-----------------------------------------------               Chief Accounting Officer
(Henry B. Schram)

                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(Zoe Baird)

                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(John C. Beck)

                                                              Director                                      April 3, 2002
-----------------------------------------------
(Sheila P. Burke)

                                                              Director                                      April 3, 2002
-----------------------------------------------
(James I. Cash, Jr.)

                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(Percy Chubb, III)

                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(Joel J. Cohen)


                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(James M. Cornelius)
</TABLE>
<PAGE>
<TABLE>
<S>                                                           <C>                                           <C>
                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(David H. Hoag)

                                                              Director                                      April 3, 2002
-----------------------------------------------
(Klaus J. Mangold)

                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(Warren B. Rudman)

                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(David G. Scholey)

                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(Raymond G.H. Seitz)

                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(Lawrence M. Small)

                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(Karen Hastie Williams)

                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(James M. Zimmerman)

                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(Alfred W. Zollar)

*By /s/Henry G. Gulick
    -------------------------------------------
           (Henry G. Gulick,
           Attorney-in-fact)
</TABLE>
<PAGE>
                                 Exhibit Index

<TABLE>
<CAPTION>
           Exhibit No.                    Exhibit
           -----------                    -------
<S>                                       <C>
           5                              Opinion of Drinker Biddle & Shanley LLP

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

           23(b)                          Consent of Drinker Biddle & Shanley LLP
                                          (contained in Exhibit 5)

           24                             Powers of Attorney

           99                             Text of The Chubb Corporation Stock Option Plan For Non-Employee
                                          Directors (2001)
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "y59268s-8.txt", "description": "THE CHUBB CORPORATION", "secsgml_size_bytes": 28276}]
{"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": "333-85462", "film-number": "02601165"}, "business-address": {"street1": "15 MOUNTAIN VIEW RD P O BOX 1615", "city": "WARREN", "state": "NJ", "zip": "07061", "phone": "9089032000"}}
As filed with the Securities and Exchange Commission on April 3, 2002.

                                                                Registration No.

                       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 of Incorporation)    (I.R.S. Employer
          15 Mountain View Road                 Identification Number)
                P.O. Box 1615                        07061-1615
               Warren, New Jersey                    (Zip Code)
  (Address of principal executive offices)

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

                              THE CHUBB CORPORATION
               STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (2001)
                            (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
                            -------------------------

                         CALCULATION OF REGISTRATION FEE
 -------------------------------------------------------------------------------
Title of security         Amount being           Proposed maximum              Proposed maximum                Amount of
being registered          registered (1)         offering price per share (2)  aggregate offering price (2)    Registration fee
----------------          --------------         ----------------------------  ----------------------------    ----------------
Common Stock
($1.00 par value)(3)      400,000 shares         $ 72.81                       $29,124,000                     $ 2,680
(1) This Registration Statement covers 400,000 shares of common stock issuable
pursuant to The Chubb Corporation Stock Option Plan for Non-Employee Directors
(2001), 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.

(2) Calculated pursuant to Rule 457 based on the average of the high and low
price on the New York Stock Exchange for April 1, 2002.

(3) Includes rights to purchase Series B Participating Cumulative Preferred
Stock. Prior to the occurrence of certain events, the rights will not be
evidenced separately from the common stock.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Pursuant to Rule 428(b)(1) under the Securities Act of 1933 (the
"Act"), the documents containing the information specified in this Part I will
be sent or given to participants under The Chubb Corporation Stock Option Plan
for Non-Employee Directors (2001). These documents, together with the documents
incorporated by reference herein pursuant to Item 3 of Part II below, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Chubb Corporation (the "Corporation") hereby incorporates, or will
be deemed to have incorporated, herein by reference the following documents
filed with the Securities and Exchange Commission (the "SEC"):

         (1)      The Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001, filed with the SEC on March 28, 2002 (SEC File No.
1-8661); and

         (2)      The description of the Corporation's Common Stock contained in
the Corporation's registration statement filed under Section 12 of the
Securities Exchange Act of 1934, including any amendment thereto or report filed
for the purpose of updating such description.

         All documents filed by the Corporation 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 shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

         Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document that also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The Corporation is organized under the laws of the State of New
Jersey. The New Jersey Business Corporation Act, as amended (the "NJBCA"),
provides that a New Jersey corporation has the power generally to indemnify its
directors, officers, employees and other agents against expenses and
liabilities in connection with any proceeding involving such person by reason
of his or her being or having been a corporate agent, other than a proceeding
by or in the right of the corporation, if such person acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal proceeding, such
person had no reasonable cause to believe his or her conduct was unlawful. In
the case of an action brought by or in the right of the corporation,
indemnification of directors, officers, employees and other agents against
expenses is permitted if such person acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation; however, no indemnification is permitted in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
to the corporation, unless and only to the extent that the New Jersey Superior
Court, or the court in which such proceeding was brought, shall determine upon
application that despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
such indemnification. Expenses incurred by a director, officer, employee or
other agent in connection with a proceeding may be, under certain
circumstances, paid by the corporation in advance of the final disposition of
the proceeding as authorized by the board of directors. The power to indemnify
and advance expenses under the NJBCA does not exclude other rights to which a
director, officer, employee or other agent of the corporation may be entitled
to under the certificate of incorporation, by-laws, agreement, vote of
stockholders, or otherwise, provided that no indemnification is permitted to be
made to or on behalf of such person if a judgment or other final adjudication
adverse to such person establishes that his or her acts or omissions were in
breach of his or her duty of loyalty to the corporation or its shareholders,
were not in good faith or involved a violation of the law, or resulted in the
receipt by such person of an improper personal benefit.

         Under the NJBCA, a New Jersey corporation has the power to purchase and
maintain insurance on behalf of any director, officer, employee or other agent
against any expenses incurred in any proceeding and any liabilities asserted
against him or her by reason of his or her being or having been a corporate
agent, whether or not the corporation has the power to indemnify him or her
against such expenses and liabilities under the NJBCA. All of the foregoing
powers of indemnification granted to a New Jersey corporation may be exercised
by such corporation notwithstanding the absence of any provision in its
certificate of incorporation or by-laws authorizing the exercise of such powers.
However, a New Jersey corporation may, with certain limitations, provide in its
certificate of incorporation that a director or officer shall not be personally
liable, or shall be liable only to the extent therein provided, to the
corporation or its shareholders for damages for breach of a duty owed to the
corporation or its shareholders.

         Reference is made to Sections 14A:3-5 and 14A:2-7(3) of the NJBCA as to
indemnification by the Registrant of officers and directors.

         Article Twelfth of the Corporation'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:

                  (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.

         The Corporation is insured against liabilities which it may incur by
reason of Article XII of its Restated Certificate of Incorporation. In addition,
directors and officers are insured at the expense of the Corporation against
certain liabilities which might arise out of their service and not be subject to
indemnification.
Item 8.  EXHIBITS
Exhibit No.                    Exhibit
           -----------                    -------
4.1                            Restated Certificate of Incorporation of Chubb (incorporated herein by reference to
                                          Exhibit 3 of Chubb's Quarterly Report on Form 10-Q for the quarterly period ended
                                          June 30, 1996, filed on August 14, 1996 (No. 1-8661)).

           4.2                            Certificate of Amendment to the Restated Certificate of Incorporation of Chubb
                                          (incorporated herein by reference to Exhibit 3 of Chubb's Annual Report on Form 10-K for
                                          the year ended December 31, 1998, filed on March 29, 1999 (No. 1-8661)).

           4.3                            Certificate of Correction of Certificate of Amendment to the Restated Certificate of
                                          Incorporation of Chubb (incorporated herein by reference to Exhibit 3 of Chubb's Annual
                                          Report on Form 10-K for the year ended December 31, 1998, filed on March 29, 1999 (No.
                                          1-8661)).

           4.4                            Restated By-Laws of Chubb (incorporated herein by reference to Exhibit 3 of Chubb's
                                          Annual Report on Form 10-K for the year ended December 31, 2000, filed on March 27,
                                          2001 (No. 1-8661)).

           5*                             Opinion of Drinker Biddle & Shanley LLP

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

           23(b)*                         Consent of Drinker Biddle & Shanley LLP
                                          (contained in Exhibit 5)

           24*                            Powers of Attorney

           99*                            Text of The Chubb Corporation Stock Option Plan For Non-Employee
                                          Directors (2001)
-----------------
* Filed herewith

Item 9.  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;

                                    (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 a 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 the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section15(d) of the Exchange Act that are incorporated by reference in the
registration statement.

                           (2)      That, for the purpose of determining any
liability under the Securities Act, 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, each filing
of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 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 Exchange 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 Exchange Act
and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 April 3, 2002.

                                       THE CHUBB CORPORATION

                                       By  /s/ Henry G. Gulick
                                           ---------------------------------
                                           (Henry G. Gulick, Vice President
                                           and Secretary)

         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,                                     April 3, 2002
-----------------------------------------------               Chief Executive Officer
(Dean R. O'Hare)                                              and Director

                     *                                        Executive Vice President                      April 3, 2002
-----------------------------------------------               and Chief Financial
(Weston M. Hicks)                                             Officer

                     *                                        Senior Vice President and                     April 3, 2002
-----------------------------------------------               Chief Accounting Officer
(Henry B. Schram)

                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(Zoe Baird)

                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(John C. Beck)

                                                              Director                                      April 3, 2002
-----------------------------------------------
(Sheila P. Burke)

                                                              Director                                      April 3, 2002
-----------------------------------------------
(James I. Cash, Jr.)

                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(Percy Chubb, III)

                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(Joel J. Cohen)

                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(James M. Cornelius)
*                                        Director                                      April 3, 2002
-----------------------------------------------
(David H. Hoag)

                                                              Director                                      April 3, 2002
-----------------------------------------------
(Klaus J. Mangold)

                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(Warren B. Rudman)

                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(David G. Scholey)

                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(Raymond G.H. Seitz)

                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(Lawrence M. Small)

                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(Karen Hastie Williams)

                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(James M. Zimmerman)

                     *                                        Director                                      April 3, 2002
-----------------------------------------------
(Alfred W. Zollar)

*By /s/Henry G. Gulick
    -------------------------------------------
           (Henry G. Gulick,
           Attorney-in-fact)
Exhibit Index
Exhibit No.                    Exhibit
           -----------                    -------
5                              Opinion of Drinker Biddle & Shanley LLP

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

           23(b)                          Consent of Drinker Biddle & Shanley LLP
                                          (contained in Exhibit 5)

           24                             Powers of Attorney

           99                             Text of The Chubb Corporation Stock Option Plan For Non-Employee
                                          Directors (2001)