As filed with the Securities and Exchange Commission on June 30, 1998.

                                   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
            Warren, New Jersey                           07061-1615
  (Address of principal executive offices)               (Zip Code)


                            ______________________


                            THE CHUBB CORPORATION
                   DEFERRED COMPENSATION PLAN FOR DIRECTORS
                           (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
===============================================================================

                                 Proposed     Proposed
     Title of                    maximum      maximum
     security       Amount       offering     aggregate    Amount of
      being         being        price per    offering    registration
    registered     registered(1) share (2)    price (2)       fee
_______________________________________________________________________________

Common Stock        200,000       $79.91      $15,982,000   $4,714.69
($1.00 par value)   Shares
_______________________________________________________________________________

(1) Plus an indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions.

(2) The 200,000 shares are issuable under the Deferred Compensation Plan for
Directors.  The proposed maximum aggregate offering price is based upon the
average sales price on the New York Stock Exchange on June 25, 1998.



               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, 1997;

          (2)  All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1997;

          (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
Corporation 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.

                        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
         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       Power of Attorney


                                 UNDERTAKINGS

          (a)  The undersigned registrant hereby undertakes:

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

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

             (ii)  To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the registration statement.  Notwithstanding for 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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

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

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

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

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




                                  SIGNATURES


          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Warren, State of New Jersey, on
June 30, 1998.


                         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,                      June 30, 1998
(Dean R. O'Hare)            Chief Executive Officer
                            and Director




                            Director
(Zoe E. Baird)




        *                   Director                       June 30, 1998
(Sheila P. Burke)





          *                 Director                      June 30, 1998
(John C. Beck)



          *                 Director                      June 30, 1998
(James I. Cash, Jr.)



          *                 Director                      June 30, 1998
(Percy Chubb, III)




          *                 Director                      June 30, 1998
(Joel J. Cohen)



                            Director
(James M. Cornelius)



          *                 Director                     June 30, 1998
   (David H. Hoag)



          *                 Director                      June 30, 1998
(Thomas C. MacAvoy)



          *                 Director                      June 30, 1998
(Warren B. Rudman)



          *                 Director                      June 30, 1998
(Sir David G. Scholey, CBE)



          *                 Director                      June 30, 1998
(Raymond G.H. Seitz)



          *                 Director                      June 30, 1998
(Lawrence M. Small)



          *                  Director                     June 30, 1998
(Richard D. Wood)



                             Director
(James M. Zimmerman)



          *                  Executive Vice President         June 30, 1998
(David B. Kelso)              and Chief Financial Officer



          *                  Senior Vice President         June 30, 1998
(Henry B. Schram)             and Chief Accounting
                                Officer


* By /s/Henry G. Gulick
    (Henry G. Gulick),
     Attorney-in-fact)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17488}]
{"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": "333-58157", "film-number": "98658261"}, "business-address": {"street1": "15 MOUNTAIN VIEW RD P O BOX 1615", "city": "WARREN", "state": "NJ", "zip": "07061", "phone": "9805802000"}}
As filed with the Securities and Exchange Commission on June 30, 1998.

                                   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
            Warren, New Jersey                           07061-1615
  (Address of principal executive offices)               (Zip Code)

                            ______________________

                            THE CHUBB CORPORATION
                   DEFERRED COMPENSATION PLAN FOR DIRECTORS
                           (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
===============================================================================

                                 Proposed     Proposed
     Title of                    maximum      maximum
     security       Amount       offering     aggregate    Amount of
      being         being        price per    offering    registration
    registered     registered(1) share (2)    price (2)       fee
_______________________________________________________________________________

Common Stock        200,000       $79.91      $15,982,000   $4,714.69
($1.00 par value)   Shares
_______________________________________________________________________________

(1) Plus an indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions.

(2) The 200,000 shares are issuable under the Deferred Compensation Plan for
Directors.  The proposed maximum aggregate offering price is based upon the
average sales price on the New York Stock Exchange on June 25, 1998.

               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, 1997;

          (2)  All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1997;

          (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
Corporation 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.

                        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
         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       Power of Attorney

                                 UNDERTAKINGS

          (a)  The undersigned registrant hereby undertakes:

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

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

             (ii)  To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the registration statement.  Notwithstanding for 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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

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

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

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

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

                                  SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Warren, State of New Jersey, on
June 30, 1998.

                         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,                      June 30, 1998
(Dean R. O'Hare)            Chief Executive Officer
                            and Director

                            Director
(Zoe E. Baird)

        *                   Director                       June 30, 1998
(Sheila P. Burke)

          *                 Director                      June 30, 1998
(John C. Beck)

          *                 Director                      June 30, 1998
(James I. Cash, Jr.)

          *                 Director                      June 30, 1998
(Percy Chubb, III)

          *                 Director                      June 30, 1998
(Joel J. Cohen)

                            Director
(James M. Cornelius)

          *                 Director                     June 30, 1998
   (David H. Hoag)

          *                 Director                      June 30, 1998
(Thomas C. MacAvoy)

          *                 Director                      June 30, 1998
(Warren B. Rudman)

          *                 Director                      June 30, 1998
(Sir David G. Scholey, CBE)

          *                 Director                      June 30, 1998
(Raymond G.H. Seitz)

          *                 Director                      June 30, 1998
(Lawrence M. Small)

          *                  Director                     June 30, 1998
(Richard D. Wood)

                             Director
(James M. Zimmerman)

          *                  Executive Vice President         June 30, 1998
(David B. Kelso)              and Chief Financial Officer

          *                  Senior Vice President         June 30, 1998
(Henry B. Schram)             and Chief Accounting
                                Officer

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