<PAGE>
As filed with the Securities and Exchange Commission on June 10, 2002.
                                                         Registration No. 333-

-------------------------------------------------------------------------------
                      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)

<TABLE>
<S>                                               <C>

                   New Jersey
 (State or other jurisdiction of Incorporation)                     13-2595722
             15 Mountain View Road                   (I.R.S. Employer Identification Number)
                 P.O. Box 1615
               Warren, New Jersey                                   07061-1615
    (Address of principal executive offices)                        (Zip Code)
</TABLE>
                          -------------------------

                            THE CHUBB CORPORATION
                  GLOBAL EMPLOYEE STOCK PURCHASE PLAN (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

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


<TABLE>
<CAPTION>

                       CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------
Title of security        Amount being      Proposed maximum    Proposed maximum    Amount of
being registered         registered (1)    offering price      aggregate           Registration fee
                                           per share (2)       offering price (2)
<S>                    <C>                <C>                <C>                  <C>
Common Stock
($1.00 par value)(3)    7,900,000 shares  $ 71.825           $ 567,417,500        $ 52,203

----------------------------------------------------------------------------------------------------
(1) This Registration Statement covers 7,900,000 shares of common stock issuable pursuant to The
Chubb Corporation Global Employee Stock Purchase Plan (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 of a share of
Common Stock on the New York Stock Exchange for June 4, 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.
-------------------------------------------------------------------------------------------------
</TABLE>



<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 Part I of Form
S-8 will be sent or given to participants under The Chubb Corporation Global
Employee Stock Purchase Plan (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 year ended
December 31, 2001, filed with the SEC on March 28, 2002 (SEC File No. 1-8661);

       (2)     The Corporation's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002, filed with the SEC on May 15, 2002 (SEC File No.
1-8661); and

       (3)     The description of the Corporation's Common Stock contained in
the Corporation's registration statements 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





<PAGE>




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



<PAGE>



        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


        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
                             quarter 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 Global Employee
                             Stock Purchase Plan (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


<PAGE>



                             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 Section 15(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 June 7,
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,                         June 7, 2002
---------------------------------           Chief Executive Officer
(Dean R. O'Hare)                            and Director



               *                            Executive Vice President          June 7, 2002
---------------------------------           and Chief Financial
(Weston M. Hicks)                           Officer


               *                            Senior Vice President and         June 7, 2002
---------------------------------           Chief Accounting Officer
(Henry B. Schram)


               *                            Director                          June 7, 2002
---------------------------------
(Zoe Baird)

               *                            Director                          June 7, 2002
---------------------------------
(John C. Beck)

               *                            Director                          June 7, 2002
---------------------------------
(Sheila P. Burke)

               *                            Director                          June 7, 2002
---------------------------------
(James I. Cash, Jr.)

               *                            Director                          June 7, 2002
---------------------------------
(Joel J. Cohen)


               *                            Director                          June 7, 2002
---------------------------------
(James M. Cornelius)

</TABLE>



<PAGE>

<TABLE>
<S>                                     <C>                            <C>


               *                            Director                        June 7, 2002
---------------------------------
(David H. Hoag)

                                            Director                        June 7, 2002
---------------------------------
(Klaus J. Mangold)

               *                            Director                        June 7, 2002
---------------------------------
(Warren B. Rudman)

               *                            Director                        June 7, 2002
---------------------------------
(David G. Scholey)

               *                            Director                        June 7, 2002
---------------------------------
(Raymond G.H. Seitz)

               *                            Director                        June 7, 2002
---------------------------------
(Lawrence M. Small)

               *                            Director                        June 7, 2002
---------------------------------
(Karen Hastie Williams)

               *                            Director                        June 7, 2002
---------------------------------
(James M. Zimmerman)

               *                            Director                        June 7, 2002
---------------------------------
(Alfred W. Zollar)

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

<PAGE>




                                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 Global Employee
                             Stock Purchase Plan (2001)
[{"type": "S-8", "sequence": "1", "filename": "y61205sv8.txt", "description": "THE CHUBB CORPORATION", "secsgml_size_bytes": 26897}]
{"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": "333-90140", "film-number": "02675193"}, "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 June 10, 2002.
                                                         Registration No. 333-

-------------------------------------------------------------------------------
                      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
 (State or other jurisdiction of Incorporation)                     13-2595722
             15 Mountain View Road                   (I.R.S. Employer Identification Number)
                 P.O. Box 1615
               Warren, New Jersey                                   07061-1615
    (Address of principal executive offices)                        (Zip Code)
-------------------------

                            THE CHUBB CORPORATION
                  GLOBAL EMPLOYEE STOCK PURCHASE PLAN (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      aggregate           Registration fee
                                           per share (2)       offering price (2)
Common Stock
($1.00 par value)(3)    7,900,000 shares  $ 71.825           $ 567,417,500        $ 52,203

----------------------------------------------------------------------------------------------------
(1) This Registration Statement covers 7,900,000 shares of common stock issuable pursuant to The
Chubb Corporation Global Employee Stock Purchase Plan (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 of a share of
Common Stock on the New York Stock Exchange for June 4, 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 Part I of Form
S-8 will be sent or given to participants under The Chubb Corporation Global
Employee Stock Purchase Plan (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 year ended
December 31, 2001, filed with the SEC on March 28, 2002 (SEC File No. 1-8661);

       (2)     The Corporation's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002, filed with the SEC on May 15, 2002 (SEC File No.
1-8661); and

       (3)     The description of the Corporation's Common Stock contained in
the Corporation's registration statements 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
                             quarter 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 Global Employee
                             Stock Purchase Plan (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 Section 15(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 June 7,
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,                         June 7, 2002
---------------------------------           Chief Executive Officer
(Dean R. O'Hare)                            and Director

               *                            Executive Vice President          June 7, 2002
---------------------------------           and Chief Financial
(Weston M. Hicks)                           Officer

               *                            Senior Vice President and         June 7, 2002
---------------------------------           Chief Accounting Officer
(Henry B. Schram)

               *                            Director                          June 7, 2002
---------------------------------
(Zoe Baird)

               *                            Director                          June 7, 2002
---------------------------------
(John C. Beck)

               *                            Director                          June 7, 2002
---------------------------------
(Sheila P. Burke)

               *                            Director                          June 7, 2002
---------------------------------
(James I. Cash, Jr.)

               *                            Director                          June 7, 2002
---------------------------------
(Joel J. Cohen)

               *                            Director                          June 7, 2002
---------------------------------
(James M. Cornelius)
*                            Director                        June 7, 2002
---------------------------------
(David H. Hoag)

                                            Director                        June 7, 2002
---------------------------------
(Klaus J. Mangold)

               *                            Director                        June 7, 2002
---------------------------------
(Warren B. Rudman)

               *                            Director                        June 7, 2002
---------------------------------
(David G. Scholey)

               *                            Director                        June 7, 2002
---------------------------------
(Raymond G.H. Seitz)

               *                            Director                        June 7, 2002
---------------------------------
(Lawrence M. Small)

               *                            Director                        June 7, 2002
---------------------------------
(Karen Hastie Williams)

               *                            Director                        June 7, 2002
---------------------------------
(James M. Zimmerman)

               *                            Director                        June 7, 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 Global Employee
                             Stock Purchase Plan (2001)