As filed with the Securities and Exchange Commission on May 8, 2000

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

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

                             THE CHUBB CORPORATION
                     LONG-TERM STOCK INCENTIVE PLAN (2000)
                            (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>
                                       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
-----------------------------------------------------------------------------------------------------------------------
<S>                 <C>                           <C>                       <C>                          <C>
 Common Stock
 ($1.00 par value)  13,000,000 shares             $60.875                   $791,375,000                 $208,923
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus an indeterminate number of additional shares which may be offered
    and issued to prevent dilution resulting from stock splits, stock
    dividends or similar transactions.

(2) The shares are issuable under the Long-Term Stock Incentive Plan (2000).
    The proposed maximum offering price is based on the average of the high
    and low price on the New York Stock Exchange for May 4, 2000.


<PAGE>


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

     (1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;

     (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since Decem
ber 31, 1999;

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

     (4) All documents filed by the 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.

                   INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Reference is made to Section 14A:3-5 of the New Jersey Business Corpo
ration Act 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.


                                       2
<PAGE>


          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 corpora tion,
     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 con
     ferred 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 pro ceeding 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.


                                       3
<PAGE>


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

                                    EXHIBITS

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

Exhibit No.                Exhibit
-----------                -------
5              Opinion of Davis Polk & Wardwell
               (legality)

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

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

24(a)          Powers of Attorney


                                  UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes:

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

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

               (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


                                       4
<PAGE>


          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 registra tion 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.


                                       5
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant cer
tifies 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 May 8, 2000.

                                            THE CHUBB CORPORATION


                                            By /s/ Dean R. O'Hare
                                              ------------------------------
                                              (Dean R. O'Hare, Chairman
                                              and Chief Executive Officer)


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

 /s/ Dean R. O'Hare                  Chairman,                      May 8, 2000
--------------------------------     Chief Executive Officer
(Dean R. O'Hare)                     and Director


               *                     Director                       May 8, 2000
--------------------------------
(Zoe Baird)

               *                     Director                       May 8, 2000
--------------------------------
(John C. Beck)

               *                     Director                       May 8, 2000
--------------------------------
(Sheila P. Burke)

               *                     Director                       May 8, 2000
--------------------------------
(James I. Cash, Jr.)

               *                     Director                       May 8, 2000
--------------------------------
(Percy Chubb, III)


                                       6
<PAGE>


               *                     Director                       May 8, 2000
--------------------------------
(Joel J. Cohen)

               *                     Director                       May 8, 2000
--------------------------------
(James M. Cornelius)

               *                     Director                       May 8, 2000
--------------------------------
(David H. Hoag)

               *                     Director                       May 8, 2000
--------------------------------
(Warren B. Rudman)

               *                     Director                       May 8, 2000
--------------------------------
(David G. Scholey)

               *                     Director                       May 8, 2000
--------------------------------
(Raymond G.H. Seitz)

               *                     Director                       May 8, 2000
--------------------------------
(Lawrence M. Small)

               *                     Director                       May 8, 2000
--------------------------------
(James M. Zimmerman)

               *                     Executive Vice President       May 8, 2000
--------------------------------     and Chief Financial
(David B. Kelso)                     Officer

               *                     Senior Vice President and      May 8, 2000
--------------------------------     Chief Accounting Officer
(Henry B. Schram)


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


                                       7
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{"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": "333-36530", "film-number": "622001"}, "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 May 8, 2000

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

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

                             THE CHUBB CORPORATION
                     LONG-TERM STOCK INCENTIVE PLAN (2000)
                            (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)  13,000,000 shares             $60.875                   $791,375,000                 $208,923
-----------------------------------------------------------------------------------------------------------------------
(1) Plus an indeterminate number of additional shares which may be offered
    and issued to prevent dilution resulting from stock splits, stock
    dividends or similar transactions.

(2) The shares are issuable under the Long-Term Stock Incentive Plan (2000).
    The proposed maximum offering price is based on the average of the high
    and low price on the New York Stock Exchange for May 4, 2000.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

     (1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;

     (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since Decem
ber 31, 1999;

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

     (4) All documents filed by the 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.

                   INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Reference is made to Section 14A:3-5 of the New Jersey Business Corpo
ration Act 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.

                                       2
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 corpora tion,
     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 con
     ferred 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 pro ceeding 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.

                                       3
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 or
     stockholder 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 directors and officers of the Corporation are covered by insurance
policies indemnifying them against certain liabilities which may arise out of
their employment, including any liabilities arising under the Securities Act of
1933, as amended (the "Securities Act"), which might be incurred by them in
their capacities as directors and officers.

                                    EXHIBITS

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

Exhibit No.                Exhibit
-----------                -------
5              Opinion of Davis Polk & Wardwell
               (legality)

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

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

24(a)          Powers of Attorney

                                  UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes:

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

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

               (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

                                       4
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 registra tion 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.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant cer
tifies 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 May 8, 2000.

                                            THE CHUBB CORPORATION

                                            By /s/ Dean R. O'Hare
                                              ------------------------------
                                              (Dean R. O'Hare, Chairman
                                              and Chief Executive Officer)

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

 /s/ Dean R. O'Hare                  Chairman,                      May 8, 2000
--------------------------------     Chief Executive Officer
(Dean R. O'Hare)                     and Director

               *                     Director                       May 8, 2000
--------------------------------
(Zoe Baird)

               *                     Director                       May 8, 2000
--------------------------------
(John C. Beck)

               *                     Director                       May 8, 2000
--------------------------------
(Sheila P. Burke)

               *                     Director                       May 8, 2000
--------------------------------
(James I. Cash, Jr.)

               *                     Director                       May 8, 2000
--------------------------------
(Percy Chubb, III)

                                       6
*                     Director                       May 8, 2000
--------------------------------
(Joel J. Cohen)

               *                     Director                       May 8, 2000
--------------------------------
(James M. Cornelius)

               *                     Director                       May 8, 2000
--------------------------------
(David H. Hoag)

               *                     Director                       May 8, 2000
--------------------------------
(Warren B. Rudman)

               *                     Director                       May 8, 2000
--------------------------------
(David G. Scholey)

               *                     Director                       May 8, 2000
--------------------------------
(Raymond G.H. Seitz)

               *                     Director                       May 8, 2000
--------------------------------
(Lawrence M. Small)

               *                     Director                       May 8, 2000
--------------------------------
(James M. Zimmerman)

               *                     Executive Vice President       May 8, 2000
--------------------------------     and Chief Financial
(David B. Kelso)                     Officer

               *                     Senior Vice President and      May 8, 2000
--------------------------------     Chief Accounting Officer
(Henry B. Schram)

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

                                       7