<PAGE>
                                                                     EXHIBIT 4.3

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

                          REGISTRATION RIGHTS AGREEMENT


                           DATED AS OF MARCH 18, 2003


                                      AMONG


                              THE CHUBB CORPORATION

                                       AND

                      MERRILL LYNCH, PIERCE, FENNER & SMITH
                                  INCORPORATED,

                         DEUTSCHE BANK SECURITIES INC.,

                              GOLDMAN, SACHS & CO.,

                                       AND

                            SALOMON SMITH BARNEY INC.


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


<PAGE>

                          REGISTRATION RIGHTS AGREEMENT


                  This Registration Rights Agreement (the "Agreement") is made
and entered into this 18th day of March, 2003, among The Chubb Corporation, a
New Jersey corporation (the "Company"), and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Deutsche Bank Securities Inc., Goldman, Sachs & Co., and
Salomon Smith Barney Inc. (collectively, the "Initial Purchasers").

                  This Agreement is made pursuant to the Purchase Agreement,
dated March 14, 2003, among the Company and the Initial Purchasers (the
"Purchase Agreement"), which provides for the sale by the Company to the Initial
Purchasers of (i) an aggregate of $225 million principal amount of the Company's
3.95% Notes due 2008 (the "Notes due 2008") and (ii) an aggregate of $275
million principal amount of the Company's 5.20% Notes due 2013 (the "Notes due
2013" and, together with the Notes due 2008, the "Securities"). In order to
induce the Initial Purchasers to enter into the Purchase Agreement, the Company
has agreed to provide to the Initial Purchasers and their direct and indirect
transferees the registration rights set forth in this Agreement. The execution
of this Agreement is a condition to the closing under the Purchase Agreement.

                  In consideration of the foregoing, the parties hereto agree as
follows:

                  1. Definitions.

                  As used in this Agreement, the following capitalized defined
terms shall have the following meanings:

                  "1933 Act" shall mean the Securities Act of 1933, as amended
from time to time.

                  "1934 Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

                  "Closing Date" shall mean the Closing Time as defined in the
Purchase Agreement.

                  "Company" shall have the meaning set forth in the preamble and
shall also include the Company's successors.

                  "Depositary" shall mean The Depository Trust Company, or any
other depositary appointed by the Company, provided that such depositary must
have an address in the Borough of Manhattan, in the City of New York.


<PAGE>

                  "Exchange Offer" shall mean the exchange offer by the Company
of Exchange Securities for Registrable Securities pursuant to Section 2.1
hereof.

                  "Exchange Offer Registration" shall mean a registration under
the 1933 Act effected pursuant to Section 2.1 hereof.

                  "Exchange Offer Registration Statement" shall mean an exchange
offer registration statement on Form S-4 (or, if applicable, on another
appropriate form), and all amendments and supplements to such registration
statement, including the Prospectus contained therein, all exhibits thereto and
all documents incorporated by reference therein.

                  "Exchange Period" shall have the meaning set forth in Section
2.1 hereof.

                  "Exchange Securities" shall mean (i) the 3.95% Notes due 2008
and (ii) the 5.20% Notes due 2013, issued by the Company under the Indenture
containing terms identical to the Securities in all material respects (except
for references to certain interest rate provisions, restrictions on transfers
and restrictive legends), to be offered to Holders of Securities in exchange for
Registrable Securities pursuant to the Exchange Offer.

                  "Holder" shall mean an Initial Purchaser, for so long as it
owns any Registrable Securities, and each of its successors, assigns and direct
and indirect transferees who become registered owners of Registrable Securities
under the Indenture and each Participating Broker-Dealer that holds Exchange
Securities for so long as such Participating Broker-Dealer is required to
deliver a prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchange Securities.

                  "Indenture" shall mean the Indenture relating to the
Securities, dated as of October 25, 1989, between the Company and Bank One Trust
Company, N.A., successor in interest to the First National Bank of Chicago, as
trustee, as supplemented by the Supplemental Indenture dated as of March 18,
2003 between the Company and the Trustee, as the same may be amended, further
supplemented, waived or otherwise modified from time to time in accordance with
the terms thereof.

                  "Initial Purchaser" or "Initial Purchasers" shall have the
meaning set forth in the preamble.

                  "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Outstanding (as defined in the Indenture)
Registrable Securities; provided that whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Company or any affiliate of the
Company shall be disregarded in determining whether such consent or approval was
given by the Holders of such required percentage amount.



                                       2
<PAGE>

                  "NASD" shall mean the National Association of Securities
Dealers, Inc.

                  "Participating Broker-Dealer" shall mean any of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities, Inc., Goldman,
Sachs & Co. and Salomon Smith Barney and any other broker-dealer which makes a
market in the Securities and exchanges Registrable Securities in the Exchange
Offer for Exchange Securities.

                  "Person" shall mean an individual, partnership (general or
limited), corporation, limited liability company, trust or unincorporated
organization, or a government or agency or political subdivision thereof.

                  "Prospectus" shall mean the prospectus included in a
Registration Statement, including any preliminary prospectus, and any such
prospectus as amended or supplemented by any prospectus supplement, including
any such prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Shelf Registration Statement,
and by all other amendments and supplements to a prospectus, including
post-effective amendments, and in each case including all material incorporated
by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
preamble.

                  "Registrable Securities" shall mean the Securities; provided
that Securities shall cease to be Registrable Securities when (i) a Registration
Statement with respect to such Securities shall have been declared effective
under the 1933 Act and such Securities shall have been exchanged or disposed of
pursuant to such Registration Statement, (ii) such Securities have been sold to
the public pursuant to Rule 144 (or any similar provision then in force, but not
Rule 144A) under the 1933 Act, or are eligible for sale pursuant to 144(k),
(iii) such Securities shall have ceased to be outstanding or (iv) the Exchange
Offer is consummated (except in the case of Securities purchased from the
Company and continued to be held by the Initial Purchasers).

                  "Registration Expenses" shall mean any and all expenses
incident to performance of or compliance by the Company with this Agreement,
including without limitation: (i) all SEC, stock exchange or the NASD
registration and filing fees, including, if applicable, the fees and expenses of
any "qualified independent underwriter" (and its counsel) that is required to be
retained by any holder of Registrable Securities in accordance with the rules
and regulations of the NASD, (ii) all fees and expenses incurred in connection
with compliance with state securities or blue sky laws and compliance with the
rules of the NASD (including reasonable fees and disbursements of counsel for
any underwriters or Holders in connection with blue sky qualification of any of
the Exchange Securities or Registrable Securities and any filings with the
NASD), (iii) all expenses of any Persons in preparing or assisting in preparing,
word processing, printing and



                                       3
<PAGE>

distributing any Registration Statement, any Prospectus, any amendments or
supplements thereto, any underwriting agreements, securities sales agreements
and other documents relating to the performance of and compliance with this
Agreement, (iv) all rating agency fees, (v) the fees and disbursements of
counsel for the Company and of the independent public accountants of the
Company, including the expenses of any special audits or "cold comfort" letters
required by or incident to such performance and compliance, (vi) the fees and
expenses of the Trustee, and any escrow agent or custodian, (vii) the reasonable
fees and expenses of the Initial Purchasers in connection with the Exchange
Offer, including the reasonable fees and expenses of one counsel to the Initial
Purchasers in connection therewith, (viii) the reasonable fees and disbursements
of Davis Polk & Wardwell, special counsel representing the Holders of
Registrable Securities and (ix) any fees and disbursements of the underwriters
customarily required to be paid by issuers or sellers of securities and the fees
and expenses of any special experts retained by the Company in connection with
any Registration Statement, but excluding underwriting discounts and commissions
and transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a Holder.

                  "Registration Statement" shall mean any registration statement
of the Company which covers any of the Exchange Securities or Registrable
Securities pursuant to the provisions of this Agreement, and all amendments and
supplements to any such Registration Statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.

                  "SEC" shall mean the Securities and Exchange Commission or any
successor agency or government body performing the functions currently performed
by the United States Securities and Exchange Commission.

                  "Shelf Registration" shall mean a registration effected
pursuant to Section 2.2 of this Agreement.

                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company pursuant to the provisions of Section 2.2
of this Agreement which covers all of the Registrable Securities on an
appropriate form under Rule 415 under the 1933 Act, or any similar rule that may
be adopted by the SEC, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

                  "Trustee" shall mean the trustee with respect to the
Securities under the Indenture.

                  2. Registration Under the 1933 Act.



                                       4
<PAGE>

                  2.1 Exchange Offer. The Company shall, for the benefit of the
Holders, (A) use its reasonable best efforts to prepare and, not later than 180
days following the Closing Date, file with the SEC an Exchange Offer
Registration Statement on an appropriate form under the 1933 Act with respect to
a proposed Exchange Offer and the issuance and delivery to the Holders, in
exchange for the Registrable Securities, of a like principal amount of Exchange
Securities, (B) use its reasonable best efforts to cause the Exchange Offer
Registration Statement to be declared effective under the 1933 Act within 240
days of the Closing Date, (C) use its reasonable best efforts to keep the
Exchange Offer Registration Statement effective until the closing of the
Exchange Offer and (D) use its reasonable best efforts to cause the Exchange
Offer to be consummated not later than 270 days following the Closing Date. The
Exchange Securities will be issued under the Indenture. Upon the effectiveness
of the Exchange Offer Registration Statement, the Company shall use its
reasonable best efforts to promptly commence the Exchange Offer, it being the
objective of such Exchange Offer to enable each Holder eligible and electing to
exchange Registrable Securities for Exchange Securities (assuming that such
Holder (a) is not an affiliate of the Company within the meaning of Rule 405
under the 1933 Act, (b) is not a broker-dealer tendering Registrable Securities
acquired directly from the Company for its own account, (c) acquired the
Exchange Securities in the ordinary course of such Holder's business and (d) has
no arrangements or understandings with any Person to participate in the Exchange
Offer for the purpose of distributing the Exchange Securities) to transfer such
Exchange Securities from and after their receipt without any limitations or
restrictions under the 1933 Act and under state securities or blue sky laws.

                  In connection with the Exchange Offer, the Company shall:

                           (a) mail to each Holder a copy of the Prospectus
forming part of the Exchange Offer Registration Statement, together with an
appropriate letter of transmittal and related documents;

                           (b) use reasonable best efforts to keep the Exchange
Offer open for acceptance for a period of not less than 20 business days after
the date notice thereof is mailed to the Holders (or longer if required by
applicable law) (such period referred to herein as the "Exchange Period");

                           (c) utilize the services of the Depositary for the
Exchange Offer;

                           (d) permit Holders to withdraw tendered Registrable
Securities at any time prior to 5:00 p.m. (Eastern Time), on the last business
day of the Exchange Period, by sending to the institution specified in the
Exchange Offer Registration Statement, a telegram, telex, facsimile transmission
or letter setting forth the name of such Holder, the principal amount of
Registrable Securities delivered for exchange, and a



                                       5
<PAGE>

statement that such Holder is withdrawing such Holder's election to have such
Securities exchanged;

                           (e) notify each Holder that any Registrable Security
not tendered will remain outstanding and continue to accrue interest, but will
not retain any rights under this Agreement (except in the case of the Initial
Purchasers and Participating Broker-Dealers as provided herein); and

                           (f) otherwise comply in all material respects with
all applicable laws relating to the Exchange Offer.

                  The Exchange Securities shall be issued under (i) the
Indenture or (ii) an indenture identical in all material respects to the
Indenture and which, in either case, has been qualified under the Trust
Indenture Act of 1939, as amended (the "TIA"), or is exempt from such
qualification and shall provide that the Exchange Securities shall not be
subject to the transfer restrictions imposed on Registrable Securities bearing
the Restricted Legend (as defined in the Indenture). The Indenture or such
indenture shall provide that each series of Securities and any Exchange
Securities issued in exchange therefor shall vote and consent together on all
matters as one class and shall be treated as one series of debt securities under
the Indenture.

                  As soon as reasonably practicable after the close of the
Exchange Offer, the Company shall:

                           (i) accept for exchange all Registrable Securities
                  duly tendered and not validly withdrawn pursuant to the
                  Exchange Offer in accordance with the terms of the Exchange
                  Offer Registration Statement and the letter of transmittal
                  which shall be an exhibit thereto;

                           (ii) deliver to the Trustee for cancellation all
                  Registrable Securities so accepted for exchange; and

                           (iii) cause the Trustee promptly to authenticate and
                  deliver Exchange Securities to each Holder of Registrable
                  Securities so accepted for exchange in a principal amount
                  equal to the principal amount of the Registrable Securities of
                  such Holder so accepted for exchange.

                  Interest on each Exchange Security will accrue from the last
date on which interest was paid on the Registrable Securities surrendered in
exchange therefor (unless issued after a record date for an interest payment and
prior to the related interest payment date, in which case interest shall accrue
from such interest payment date) or, if no interest has been paid on the
Registrable Securities, from the date of original issuance of the series of
Registrable Securities surrendered in exchange for the Exchange Security. The



                                       6
<PAGE>

Exchange Offer shall not be subject to any conditions, other than (i) that the
Exchange Offer or the making of any exchange by a Holder, does not violate
applicable law or any applicable interpretation of the staff of the SEC, (ii)
the due tendering of Registrable Securities in accordance with the Exchange
Offer, (iii) that each Holder of Registrable Securities exchanged in the
Exchange Offer shall have represented that all Exchange Securities to be
received by it shall be acquired in the ordinary course of its business and that
at the time of the consummation of the Exchange Offer it shall have no
arrangement or understanding with any person to participate in the distribution
(within the meaning of the 1933 Act) of the Exchange Securities and shall have
made such other representations as may be reasonably necessary under applicable
SEC rules, regulations or interpretations to render the use of Form S-4 or other
appropriate form under the 1933 Act available and (iv) that no action or
proceeding shall have been instituted or threatened in any court or by or before
any governmental agency with respect to the Exchange Offer which, in the
Company's judgment, would reasonably be expected to impair the ability of the
Company to proceed with the Exchange Offer. The Company shall inform the Initial
Purchasers of the names and addresses of the Holders to whom the Exchange Offer
is made, and the Initial Purchasers shall have the right to contact such Holders
and otherwise facilitate the tender of Registrable Securities in the Exchange
Offer.

                  2.2 Shelf Registration. (i) If, because of any changes in law,
SEC rules or regulations or applicable interpretations thereof by the staff of
the SEC, the Company is not permitted to effect the Exchange Offer as
contemplated by Section 2.1 hereof, (ii) if for any other reason the Exchange
Offer Registration Statement is not declared effective within 240 days following
the original issue of the Registrable Securities or the Exchange Offer is not
consummated within 270 days after the original issue of the Registrable
Securities, (iii) upon the request of any of the Initial Purchasers with respect
to Securities not eligible to be exchanged for Exchange Securities and held by
it following consummation of the Exchange Offer or (iv) if a Holder (other than
an Initial Purchaser) is prohibited by law or SEC policy to participate in the
Exchange Offer or does not receive freely tradeable Exchange Securities pursuant
to the Exchange Offer, then in case of each of clauses (i) through (iv) the
Company shall:

                           (a) Use its reasonable best efforts to file with the
                  SEC, and thereafter shall use its reasonable best efforts to
                  cause to be declared effective as promptly as practicable but
                  no later than the later of 330 days after the issue date of
                  the Registrable Securities or 60 days after the date that such
                  filing obligation arises, a Shelf Registration Statement
                  relating to the offer and sale of the Registrable Securities
                  by the Holders from time to time in accordance with the
                  methods of distribution elected by the Majority Holders
                  participating in the Shelf Registration and set forth in such
                  Shelf Registration Statement.


                                       7
<PAGE>

                           (b) Use its reasonable best efforts to keep the Shelf
                  Registration Statement continuously effective in order to
                  permit the Prospectus forming part thereof to be usable by
                  Holders for a period of two years (one year in the case of a
                  Shelf Registration Statement requested by an Initial
                  Purchaser) from the date the Shelf Registration Statement is
                  declared effective by the SEC, or for such shorter period that
                  will terminate when all Registrable Securities covered by the
                  Shelf Registration Statement have been sold pursuant to the
                  Shelf Registration Statement or cease to be outstanding or
                  otherwise to be Registrable Securities (the "Effectiveness
                  Period"); provided that the Effectiveness Period in respect of
                  the Shelf Registration Statement shall be extended to the
                  extent required to permit dealers to comply with the
                  applicable prospectus delivery requirements of Rule 174 under
                  the 1933 Act and as otherwise provided herein.

                           Notwithstanding the foregoing, the Company may
                  suspend the effectiveness of the Shelf Registration Statement
                  by written notice to the Holders for a period not to exceed an
                  aggregate of 45 days in any 90-day period (each such period, a
                  "Suspension Period") if:

                                    (x) an event occurs and is continuing as a
                           result of which the Shelf Registration Statement
                           would, in the Company's reasonable judgment, contain
                           an untrue statement of a material fact or omit to
                           state a material fact required to be stated therein
                           or necessary to make the statements therein not
                           misleading; and

                                    (y) the Company reasonably determines that
                           the disclosure of such event at such time would have
                           a material adverse effect on the business of the
                           Company and its subsidiaries, taken as a whole;

                  provided that Suspension Periods shall not exceed an aggregate
                  of 90 days in any 365-day period and the Effectiveness Period
                  in respect of the Shelf Registration Statement shall be
                  extended by the aggregate number of days in all Suspension
                  Periods.

                           (c) Notwithstanding any other provisions hereof, use
                  its reasonable best efforts to ensure that (i) any Shelf
                  Registration Statement and any amendment thereto and any
                  Prospectus forming part thereof and any supplement thereto
                  complies in all material respects with the 1933 Act and the
                  rules and regulations thereunder, (ii) any Shelf Registration
                  Statement and any amendment thereto does not, when it becomes
                  effective, contain an untrue statement of a material fact or
                  omit to state a material fact required to be stated therein or
                  necessary to make the statements therein not misleading and
                  (iii) any Prospectus forming part of any Shelf Registration



                                       8
<PAGE>

                  Statement, and any supplement to such Prospectus (as amended
                  or supplemented from time to time), does not include an untrue
                  statement of a material fact or omit to state a material fact
                  necessary in order to make the statements, in light of the
                  circumstances under which they were made, not misleading (in
                  any such case, other than with respect to information included
                  therein in reliance upon or in conformity with written
                  information furnished to the Company by any Holder
                  specifically for user therein).

                  The Company shall not permit any securities other than
Registrable Securities to be included in the Shelf Registration Statement. The
Company further agrees, if necessary, to supplement or amend the Shelf
Registration Statement, as required by Section 3(b) below, and to furnish to the
Holders of Registrable Securities copies of any such supplement or amendment
promptly after its being used or filed with the SEC.

                  2.3 Expenses. The Company shall pay all Registration Expenses
in connection with the registration pursuant to Section 2.1 or 2.2. Each Holder
shall pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Securities
pursuant to the Shelf Registration Statement.

                  2.4. Effectiveness. (a) The Company will be deemed not have
used its reasonable best efforts to cause the Exchange Offer Registration
Statement or the Shelf Registration Statement, as the case may be, to become, or
to remain, effective during the requisite period if the Company voluntarily
takes any action that would, or omits to take any action which omission would,
result in any such Registration Statement not being declared effective or in the
Holders of Registrable Securities covered thereby not being able to exchange or
offer and sell such Registrable Securities during that period as and to the
extent contemplated hereby, unless such action is required by applicable law.

                  (b) An Exchange Offer Registration Statement pursuant to
Section 2.1 hereof or a Shelf Registration Statement pursuant to Section 2.2
hereof will not be deemed to have become effective unless it has been declared
effective by the SEC; provided that if, after it has been declared effective,
the offering of Registrable Securities pursuant to an Exchange Offer
Registration Statement or a Shelf Registration Statement is interfered with by
any stop order, injunction or other order or requirement of the SEC or any other
governmental agency or court, such Registration Statement will be deemed not to
have become effective during the period of such interference, until the offering
of Registrable Securities pursuant to such Registration Statement may legally
resume.

                  2.5 Interest. The Indenture executed in connection with the
Securities will provide that in the event that either (a) the Exchange Offer
Registration Statement is not filed with the Commission on or prior to the 180th
calendar day following the date of original issue of the Securities, (b) the
Exchange Offer Registration Statement has not



                                       9
<PAGE>

been declared effective on or prior to the 240th calendar day following the date
of original issue of the Securities or (c) (1) the Exchange Offer is not
consummated on or prior to the 270th calendar day following the date of the
original issue of the securities or (2) a Shelf Registration Statement is not
declared effective, on or prior to the later of the 330th calendar day following
the date of original issue of the Securities or the 60th calendar day after the
date that an obligation to file a Shelf Registration Statement arises (each such
event referred to in clauses (a) through (c) above and the event giving rise to
the payment of Additional Interest in the next succeeding paragraph, a
"Registration Default"), the interest rate borne by the Securities shall be
increased ("Additional Interest") by one-quarter of one percent per annum upon
the occurrence of each Registration Default, which rate will increase by
one-quarter of one percent each 90-day period that such Additional Interest
continues to accrue under any such circumstance, provided that the maximum
aggregate increase in the interest rate will in no event exceed one half of one
percent (0.5%) per annum. Following the cure of all Registration Defaults the
accrual of Additional Interest will cease and the interest rate will revert to
the original rate.

                  If the Shelf Registration Statement is unusable by the Holders
for any reason, other than a Suspension Period, then the interest rate borne by
the Securities will be increased by 0.25% per annum of the principal amount of
the Securities for the first 90 days that such Shelf Registration Statement
ceases to be usable, which rate shall be increased by an additional 0.25% per
annum of the principal amount of the Securities at the beginning of each
subsequent 90 days, provided that the maximum aggregate increase in the interest
rate will in no event exceed half of one percent (0.5%) per annum. Any amounts
payable under this paragraph shall also be deemed "Additional Interest" for
purposes of this Agreement and the event giving rise to the payment of
Additional Interest under this paragraph shall constitute an additional
Registration Default for purposes of this Agreement. Upon the Shelf Registration
Statement once again becoming usable, the interest rate borne by the Securities
will be reduced to the original interest rate if the Company is otherwise in
compliance with this Agreement at such time. Additional Interest shall be
computed based on the actual number of days elapsed in each 90-day period in
which the Shelf Registration Statement is unusable.

                  The Company shall notify the Trustee within three business
days after each and every date on which an event occurs in respect of which
Additional Interest is required to be paid (an "Event Date"). Additional
Interest shall be paid by depositing with the Trustee, in trust, for the benefit
of the Holders of Registrable Securities, on or before the applicable semiannual
interest payment date, immediately available funds in sums sufficient to pay the
Additional Interest then due. The Additional Interest due shall be payable on
each interest payment date to the record Holder of Securities entitled to
receive the interest payment to be paid on such date as set forth in the
Indenture. Each



                                       10
<PAGE>

obligation to pay Additional Interest shall be deemed to accrue from and
including the day following the applicable Event Date.

                  3. Registration Procedures.

                  In connection with the obligations of the Company with respect
to Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the Company
shall use its reasonable best efforts to:

                  (a) prepare and file with the SEC a Registration Statement,
within the relevant time period specified in Section 2, on the appropriate form
under the 1933 Act, which form (i) shall be selected by the Company, (ii) shall,
in the case of a Shelf Registration, be available for the sale of the
Registrable Securities by the selling Holders thereof, (iii) shall comply as to
form in all material respects with the requirements of the applicable form and
include or incorporate by reference all financial statements required by the SEC
to be filed therewith or incorporated by reference therein, and (iv) shall
comply in all material respects with the requirements of Regulation S-T under
the 1933 Act, and use its best efforts to cause such Registration Statement to
become effective and remain effective in accordance with Section 2 hereof;

                  (b) prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be necessary
under applicable law to keep such Registration Statement effective for the
applicable period; and cause each Prospectus to be supplemented by any required
prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
(or any similar provision then in force) under the 1933 Act and comply in all
material respects with the provisions of the 1933 Act, the 1934 Act and the
rules and regulations thereunder applicable to them with respect to the
disposition of all securities covered by each Registration Statement during the
applicable period in accordance with the intended method or methods of
distribution by the selling Holders thereof (including sales by any
Participating Broker-Dealer);

                  (c) in the case of a Shelf Registration, (i) notify each
Holder of Registrable Securities, at least five business days prior to filing,
that a Shelf Registration Statement with respect to the Registrable Securities
is being filed and advising such Holders that the distribution of Registrable
Securities will be made in accordance with the method selected by the Majority
Holders participating in the Shelf Registration; (ii) furnish to each Holder of
Registrable Securities and to each underwriter of an underwritten offering of
Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto and such other documents as such Holder or underwriter may
reasonably request, including financial statements and schedules and, if the
Holder so requests, all exhibits in order to facilitate the public sale or other
disposition of the Registrable Securities; and (iii) hereby consent to the use
of the Prospectus or any



                                       11
<PAGE>

amendment or supplement thereto by each of the selling Holders of Registrable
Securities in connection with the offering and sale of the Registrable
Securities covered by the Prospectus or any amendment or supplement thereto;

                  (d) register or qualify the Registrable Securities under all
applicable state securities or "blue sky" laws of such jurisdictions as any
Holder of Registrable Securities covered by a Registration Statement and each
underwriter of an underwritten offering of Registrable Securities shall
reasonably request by the time the applicable Registration Statement is declared
effective by the SEC, and do any and all other acts and things which may be
reasonably necessary or advisable to enable each such Holder and underwriter to
consummate the disposition in each such jurisdiction of such Registrable
Securities owned by such Holder; provided, that the Company shall not be
required to (i) qualify as a foreign corporation or as a dealer in securities in
any jurisdiction where it would not otherwise be required to qualify but for
this Section 3(d), or (ii) take any action which would subject it to general
service of process or taxation in any such jurisdiction where it is not then so
subject;

                  (e) notify promptly each Holder of Registrable Securities
under a Shelf Registration or any Participating Broker-Dealer who has notified
the Company that it is utilizing the Exchange Offer Registration Statement as
provided in paragraph (f) below and, if requested by such Holder or
Participating Broker-Dealer, confirm such advice in writing promptly (i) when a
Registration Statement has become effective and when any post-effective
amendments and supplements thereto become effective, (ii) of any request by the
SEC or any state securities authority for post-effective amendments and
supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the
issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (iv) in the case of a Shelf Registration, if,
between the effective date of a Registration Statement and the closing of any
sale of Registrable Securities covered thereby, the representations and
warranties of the Company contained in any underwriting agreement, securities
sales agreement or other similar agreement, if any, relating to the offering
cease to be true and correct in all material respects, (v) of the happening of
any event or the discovery of any facts during the period a Shelf Registration
Statement is effective which makes any statement made in such Registration
Statement or the related Prospectus untrue in any material respect or which
requires the making of any changes in such Registration Statement or Prospectus
in order to make the statements therein not misleading, (vi) of the receipt by
the Company of any notification with respect to the suspension of the
qualification of the Registrable Securities or the Exchange Securities, as the
case may be, for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose and (vii) of any determination by the Company
that a post-effective amendment to such Registration Statement would be
appropriate;



                                       12
<PAGE>

                  (f) (A) in the case of the Exchange Offer Registration
Statement (i) include in the Exchange Offer Registration Statement a section
entitled "Plan of Distribution" which section shall be reasonably acceptable to
Merrill Lynch on behalf of the Participating Broker-Dealers, and which shall
contain a summary statement of the positions taken or policies made by the staff
of the SEC with respect to the potential "underwriter" status of any
broker-dealer that holds Registrable Securities acquired for its own account as
a result of market-making activities or other trading activities and that will
be the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of
Exchange Securities to be received by such broker-dealer in the Exchange Offer,
whether such positions or policies have been publicly disseminated by the staff
of the SEC or such positions or policies, in the reasonable judgment of Merrill
Lynch on behalf of the Participating Broker-Dealers and its counsel, represent
the prevailing views of the staff of the SEC, including a statement that any
such broker-dealer who receives Exchange Securities for Registrable Securities
pursuant to the Exchange Offer may be deemed a statutory underwriter and must
deliver a prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchange Securities, (ii) furnish to each Participating
Broker-Dealer who has delivered to the Company the notice referred to in Section
3(e), without charge, as many copies of each Prospectus included in the Exchange
Offer Registration Statement, including any preliminary prospectus, and any
amendment or supplement thereto, as such Participating Broker-Dealer may
reasonably request, (iii) hereby consent to the use of the Prospectus forming
part of the Exchange Offer Registration Statement or any amendment or supplement
thereto, by any Person subject to the prospectus delivery requirements of the
SEC, including all Participating Broker-Dealers, in connection with the sale or
transfer of the Exchange Securities covered by the Prospectus or any amendment
or supplement thereto, and (iv) include in the transmittal letter or similar
documentation to be executed by an exchange offeree in order to participate in
the Exchange Offer (x) the following provision:

                "If the exchange offeree is a broker-dealer holding Registrable
                Securities acquired for its own account as a result of
                market-making activities or other trading activities, it will
                deliver a prospectus meeting the requirements of the 1933 Act in
                connection with any resale of Exchange Securities received in
                respect of such Registrable Securities pursuant to the Exchange
                Offer;" and

(y) a statement to the effect that by a broker-dealer making the acknowledgment
described in clause (x) and by delivering a Prospectus in connection with the
exchange of Registrable Securities, the broker-dealer will not be deemed to
admit that it is an underwriter within the meaning of the 1933 Act; and

                           (B) in the case of any Exchange Offer Registration
Statement, the Company agrees, upon request of the Initial



                                       13
<PAGE>

Purchasers, to deliver to the Initial Purchasers on behalf of the Participating
Broker-Dealers upon the effectiveness of the Exchange Offer Registration
Statement (i) an opinion of counsel or opinions of counsel substantially to the
effect of Exhibit A hereto, (ii) officers' certificates substantially in the
form customarily delivered in a public offering of debt securities and (iii) a
comfort letter or comfort letters in customary form to the extent permitted by
Statement on Auditing Standards No. 72 of the American Institute of Certified
Public Accountants (or if such a comfort letter is not permitted, an agreed upon
procedures letter in customary form) from the Company's independent certified
public accountants (and, if necessary, any other independent certified public
accountants of any subsidiary of the Company or of any business acquired by the
Company for which financial statements are, or are required to be, included in
the Registration Statement), using reasonable best efforts to ensure that such
comfort letter is, or comfort letters are, at least as broad in scope and
coverage as the comfort letter delivered to the Initial Purchasers in connection
with the initial sale of the Securities to the Initial Purchasers;

                  (g) (i) in the case of an Exchange Offer, furnish counsel for
the Initial Purchasers and (ii) in the case of a Shelf Registration, furnish
counsel for the Holders of Registrable Securities copies of any comment letters
received from the SEC or any other request by the SEC or any state securities
authority for amendments or supplements to a Registration Statement and
Prospectus or for additional information;

                  (h) use reasonable best efforts to obtain the withdrawal of
any order suspending the effectiveness of a Registration Statement at the
earliest possible moment;

                  (i) in the case of a Shelf Registration, furnish to each
Holder of Registrable Securities, and each underwriter, if any, without charge,
at least one conformed copy of each Registration Statement and any
post-effective amendment thereto, including financial statements and schedules
(without documents incorporated therein by reference and all exhibits thereto,
unless requested);

                  (j) in the case of a Shelf Registration, cooperate with the
selling Holders of Registrable Securities to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be sold and
not bearing any restrictive legends; and enable such Registrable Securities to
be in such denominations (consistent with the provisions of the Indenture) and
registered in such names as the selling Holders or the underwriters, if any, may
reasonably request at least three business days prior to the closing of any sale
of Registrable Securities;

                  (k) in the case of a Shelf Registration, subject to the
Company's suspending the effectiveness of a Shelf Registration Statement as
provided in 2.2(b) hereof, upon the occurrence of any event or the discovery of
any facts, each as contemplated by Sections 3(e)(v) and 3(e)(vi) hereof, use its
reasonable best efforts to



                                       14
<PAGE>

prepare a supplement or post-effective amendment to the Registration Statement
or the related Prospectus or any document incorporated therein by reference or
file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities or Participating Broker-Dealers, such
Prospectus will not contain at the time of such delivery any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading or will remain so qualified. At such time as such public
disclosure is otherwise made or the Company determines that such disclosure is
not necessary, in each case to correct any misstatement of a material fact or to
include any omitted material fact, the Company agrees promptly to notify each
Holder of such determination and to furnish each Holder such number of copies of
the Prospectus as amended or supplemented, as such Holder may reasonably
request;

                (l) in the case of a Shelf Registration, a reasonable time prior
to the filing of any Registration Statement, any Prospectus, any amendment to a
Registration Statement or amendment or supplement to a Prospectus or any
document which is to be incorporated by reference into a Registration Statement
or a Prospectus after initial filing of a Registration Statement, provide copies
of such document to the Initial Purchasers on behalf of such Holders; and make
representatives of the Company as shall be reasonably requested by the Holders
of Registrable Securities, or the Initial Purchasers on behalf of such Holders,
available for discussion of such document;

                (m) obtain a CUSIP number for all Exchange Securities or
Registrable Securities, as the case may be, not later than the effective date of
a Registration Statement, and provide the Trustee with printed certificates for
the Exchange Securities, or the Registrable Securities, as the case may be, in a
form eligible for deposit with the Depositary;

                (n) (i) cause the Indenture to be qualified under the TIA in
connection with the registration of the Exchange Securities or Registrable
Securities, as the case may be, (ii) cooperate with the Trustee and the Holders
to effect such changes to the Indenture as may be required for the Indenture to
be so qualified in accordance with the terms of the TIA and (iii) execute, and
use its best efforts to cause the Trustee to execute, all documents as may be
required to effect such changes, and all other forms and documents required to
be filed with the SEC to enable the Indenture to be so qualified in a timely
manner;

                (o) in the case of a Shelf Registration, if requested by the
Majority Holders, enter into customary agreements (including underwriting
agreements) and take all other customary and appropriate actions in order to
expedite or facilitate the disposition of such Registrable Securities and in
such connection whether or not an



                                       15
<PAGE>

underwriting agreement is entered into and whether or not the registration is an
underwritten registration:

                           (i) make such representations and warranties to the
                Holders of such Registrable Securities and the underwriters, if
                any, in form, substance and scope as are customarily made by
                issuers to underwriters in similar underwritten offerings as may
                be reasonably requested by them;

                          (ii) obtain opinions of counsel to the Company (which
                counsel and opinions (in form, scope and substance) shall be
                reasonably satisfactory to the managing underwriters, if any,
                and the holders of a majority in principal amount of the
                Registrable Securities being sold) addressed to each selling
                Holder and the underwriters, if any, covering the matters
                customarily covered in opinions requested in sales of securities
                or underwritten offerings and such other matters as may be
                reasonably requested by such Holders and underwriters;

                         (iii) obtain "cold comfort" letters (or if a comfort
                letter is not permitted, an agreed upon procedures letter in
                customary form) from the Company's independent certified public
                accountants (and, if necessary, any other independent certified
                public accountants of any subsidiary of the Company or of any
                business acquired by the Company for which financial statements
                are, or are required to be, included in the Registration
                Statement) addressed to the underwriters, if any, and use
                reasonable efforts to have such letter addressed to the selling
                Holders of Registrable Securities (to the extent consistent with
                Statement on Auditing Standards No. 72 of the American Institute
                of Certified Public Accounts), such letters to be in customary
                form and covering matters of the type customarily covered in
                "cold comfort" letters to underwriters in connection with
                similar underwritten offerings;

                           (iv) enter into a securities sales agreement with the
                Holders and an agent of the Holders providing for, among other
                things, the appointment of such agent for the selling Holders
                for the purpose of soliciting purchases of Registrable
                Securities, which agreement shall be in form, substance and
                scope customary for similar offerings;

                           (v) if an underwriting agreement is entered into,
                cause the same to set forth indemnification provisions and
                procedures with respect to the underwriters and all other
                parties to be indemnified pursuant to said Section or, at the
                request of any underwriters, in the form



                                       16
<PAGE>

                customarily provided to such underwriters in similar types of
                transactions; and

                          (vi) deliver such documents and certificates as may be
                reasonably requested and as are customarily delivered in similar
                offerings to the Holders of a majority in principal amount of
                the Registrable Securities being sold and the managing
                underwriters, if any.

The above shall be done (i) at the effectiveness of such Registration Statement
(and each post-effective amendment thereto, which, for the avoidance of doubt,
does not include the filing of the Company's annual report pursuant to the 1934
Act), but only if there exists at the time of effectiveness an underwriter with
respect to the Securities within the meaning of Section 11 of the 1933 Act that
is proposing to make a contemporaneous offer of Registrable Securities and (ii)
at a maximum of two closings under any underwriting or similar agreement as and
to the extent required thereunder. Notwithstanding the foregoing, the Company
shall enter into a securities sales agreement pursuant to a request by the
Majority Holders under clause (o)(iv) above at the time specified in such
request if such agreement does not require the Company to take the actions
specified under clauses (o)(i) - (o)(iii) and (o)(vi) above."

                (p) in the case of a Shelf Registration or if a Prospectus is
required to be delivered by any Participating Broker-Dealer in the case of an
Exchange Offer, make available for inspection by representatives of the Holders
of the Registrable Securities, any underwriters participating in any disposition
pursuant to a Shelf Registration Statement, any Participating Broker-Dealer and
any counsel or accountant retained by any of the foregoing, all financial and
other records, pertinent corporate documents and properties of the Company
reasonably requested by any such persons, and cause the respective officers,
directors, employees, and any other agents of the Company to supply all
information reasonably requested by any such representative, underwriter,
special counsel or accountant in connection with a Registration Statement, and
make such representatives of the Company available for discussion of such
documents as shall be reasonably requested by the Initial Purchasers;

                (q) (i) in the case of an Exchange Offer Registration Statement,
a reasonable time prior to the filing of any Exchange Offer Registration
Statement, any Prospectus forming a part thereof, any amendment to an Exchange
Offer Registration Statement or amendment or supplement to such Prospectus,
provide copies of such document to the Initial Purchasers and to counsel to the
Holders of Registrable Securities and make such changes in any such document
prior to the filing thereof as the Initial Purchasers or counsel to the Holders
of Registrable Securities may reasonably request and, except as otherwise
required by applicable law, not file any such document in a form to which the
Initial Purchasers on behalf of the Holders of Registrable



                                       17
<PAGE>

Securities and counsel to the Holders of Registrable Securities shall not have
previously been advised and furnished a copy of or to which the Initial
Purchasers on behalf of the Holders of Registrable Securities or counsel to the
Holders of Registrable Securities shall reasonably object, and make the
representatives of the Company available for discussion of such documents as
shall be reasonably requested by the Initial Purchasers; and

                           (ii) in the case of a Shelf Registration, a
reasonable time prior to filing any Shelf Registration Statement, any Prospectus
forming a part thereof, any amendment to such Shelf Registration Statement or
amendment or supplement to such Prospectus, provide copies of such document to
the Holders of Registrable Securities, to the Initial Purchasers, to counsel for
the Holders and to the underwriter or underwriters of an underwritten offering
of Registrable Securities, if any, make such changes in any such document prior
to the filing thereof as the Initial Purchasers, the counsel to the Holders or
the underwriter or underwriters reasonably request and not file any such
document in a form to which the Majority Holders, the Initial Purchasers on
behalf of the Holders of Registrable Securities, counsel for the Holders of
Registrable Securities or any underwriter shall not have previously been advised
and furnished a copy of or to which the Majority Holders, the Initial Purchasers
of behalf of the Holders of Registrable Securities, counsel to the Holders of
Registrable Securities or any underwriter shall reasonably object, and make the
representatives of the Company available for discussion of such document as
shall be reasonably requested by the Holders of Registrable Securities, the
Initial Purchasers on behalf of such Holders, counsel for the Holders of
Registrable Securities or any underwriter.

                (r) in the case of a Shelf Registration, use its reasonable best
efforts to cause the Registrable Securities covered by the Shelf Registration to
be rated by the appropriate rating agencies, if so requested by the Majority
Holders; or if requested by the underwriter or underwriters of an underwritten
offering of Registrable Securities, if any;

                (s) otherwise comply in all material respects with all
applicable rules and regulations of the SEC and make available to its security
holders, as soon as reasonably practicable, an earnings statement covering at
least 12 months which shall satisfy the provisions of Section 11(a) of the 1933
Act and Rule 158 thereunder;

                (t) cooperate and assist in any filings required to be made with
the NASD and, in the case of a Shelf Registration, in the performance of any due
diligence investigation by any underwriter and its counsel (including any
"qualified independent underwriter" that is required to be retained in
accordance with the rules and regulations of the NASD); and



                                       18
<PAGE>

                (u) upon consummation of the Exchange Offer obtain a customary
opinion of counsel to the Company addressed to the Trustee for the benefit of
all Holders of Registrable Securities participating in the Exchange Offer or
Private Exchange, and which includes an opinion that (i) the Company has duly
authorized, executed and delivered the Exchange Securities and the related
indenture, and (ii) each of the Exchange Securities and related indenture
constitute a legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its respective terms (with customary
exceptions).

                In the case of a Shelf Registration Statement, the Company may
(as a condition to such Holder's participation in the Shelf Registration)
require each Holder of Registrable Securities to furnish to the Company such
information regarding the Holder and the proposed distribution by such Holder of
such Registrable Securities as the Company may from time to time reasonably
request in writing.

                In the case of a Shelf Registration Statement, each Holder
agrees that, upon receipt of any notice from the Company of the happening of any
event or the discovery of any facts, each of the kind described in Section
3(e)(v) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to a Registration Statement until such Holder's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 3(k) hereof or such holder is advised in writing by the Company that the
use of the Prospectus may be resumed, and has received copies of any additional
or supplemental filings that are incorporated by reference in the Prospectus. If
so directed by the Company, such Holder will deliver to the Company (at its
expense) all copies in such Holder's possession, other than permanent file
copies then in such Holder's possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice.

                In the event that the Company fails to effect the Exchange Offer
or file any Shelf Registration Statement and maintain the effectiveness of any
Shelf Registration Statement as provided herein, and, until the earlier of such
failure has been cured or the outstanding securities cease to be Registrable
Securities, the Company shall not file any Registration Statement on a form upon
which the Registrable Securities could have been registered.

                If any of the Registrable Securities covered by any Shelf
Registration Statement are to be sold in an underwritten offering, the
underwriter or underwriters and manager or managers that will manage such
offering will be selected by the Majority Holders of such Registrable Securities
included in such offering and shall be acceptable to the Company. No Holder of
Registrable Securities may participate in any underwritten registration
hereunder unless such Holder (a) agrees to sell such Holder's Registrable
Securities on the basis provided in any underwriting arrangements approved



                                       19
<PAGE>

by the persons entitled hereunder to approve such arrangements and (b) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.

                Upon the effectiveness of the Shelf Registration Statement, each
Holder shall notify the Company at least three business days prior to any
intended distribution of Registrable Securities pursuant to the Shelf
Registration Statement. Each Holder agrees to hold any communication by the
Company in response to such a notice of sale in confidence.

                4. Indemnification; Contribution.

               (a) The Company agrees to indemnify and hold harmless the Initial
Purchasers, each Holder, each Participating Broker-Dealer, each Person who
participates as an underwriter (any such Person being an "Underwriter") and each
Person, if any, who controls any Holder or Underwriter within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

                         (i) against any and all loss, liability, claim, damage
        and expense whatsoever, as incurred, arising out of any untrue statement
        or alleged untrue statement of a material fact contained in any
        Registration Statement (or any amendment or supplement thereto) pursuant
        to which Exchange Securities or Registrable Securities were registered
        under the 1933 Act, including all documents incorporated therein by
        reference, or the omission or alleged omission therefrom of a material
        fact required to be stated therein or necessary to make the statements
        therein not misleading, or arising out of any untrue statement or
        alleged untrue statement of a material fact contained in any Prospectus
        (or any amendment or supplement thereto) or the omission or alleged
        omission therefrom of a material fact necessary in order to make the
        statements therein, in the light of the circumstances under which they
        were made, not misleading;

                         (ii) against any and all loss, liability, claim, damage
        and expense whatsoever, as incurred, to the extent of the aggregate
        amount paid in settlement of any litigation, or any investigation or
        proceeding by any governmental agency or body, commenced or threatened,
        or of any claim whatsoever based upon any such untrue statement or
        omission, or any such alleged untrue statement or omission; provided
        that (subject to Section 4(d) below) any such settlement is effected
        with the written consent of the Company; and

                         (iii) against any and all expense whatsoever, as
        incurred (including the fees and disbursements of counsel chosen by any
        indemnified party), reasonably incurred in investigating, preparing or
        defending against any litigation,



                                       20
<PAGE>

        or any investigation or proceeding by any governmental agency or body,
        commenced or threatened, or any claim whatsoever based upon any such
        untrue statement or omission, or any such alleged untrue statement or
        omission, to the extent that any such expense is not paid under
        subparagraph (i) or (ii) above;

provided, that this indemnity agreement shall not apply to any loss, liability,
claim, damage or expense to the extent arising out of any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished to the Company by the Holder or
Underwriter expressly for use in a Registration Statement (or any amendment
thereto) or any Prospectus (or any amendment or supplement thereto).

                (b) Each Holder severally, but not jointly, agrees to indemnify
and hold harmless the Company, the Initial Purchasers, each Underwriter and the
other selling Holders, and each of their respective directors and officers, and
each Person, if any, who controls the Company, the Initial Purchasers, any
Underwriter or any other selling Holder within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act, against any and all loss, liability,
claim, damage and expense described in the indemnity contained in Section 4(a)
hereof, as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the Shelf Registration Statement
(or any amendment thereto) or any Prospectus included therein (or any amendment
or supplement thereto) in reliance upon and in conformity with written
information furnished to the Company by such Holder expressly for use in the
Shelf Registration Statement (or any amendment thereto) or such Prospectus (or
any amendment or supplement thereto); provided, that no such Holder shall be
liable for any claims hereunder in excess of the amount of net proceeds received
by such Holder from the sale of Registrable Securities pursuant to such Shelf
Registration Statement.

                (c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action or proceeding
commenced against it in respect of which indemnity may be sought hereunder, but
failure so to notify an indemnifying party shall not relieve such indemnifying
party from any liability hereunder to the extent it is not materially prejudiced
as a result thereof and in any event shall not relieve it from any liability
which it may have otherwise than on account of this indemnity agreement. An
indemnifying party may participate at its own expense in the defense of such
action; provided, that counsel to the indemnifying party shall not (except with
the consent of the indemnified party) also be counsel to the indemnified party.
In no event shall the indemnifying party or parties be liable for the fees and
expenses of more than one counsel (in addition to any local counsel) separate
from their own counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. No indemnifying
party shall, without the prior written



                                       21
<PAGE>

consent of the indemnified parties, settle or compromise or consent to the entry
of any judgment with respect to any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever in respect of which indemnification or contribution could be
sought under this Section 4 (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.


                  (d) If the indemnification provided for in this Section 4 is
for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses
referred to therein, then each indemnifying party shall contribute to the
aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, in such proportion as is
appropriate to reflect the relative fault of the Company on the one hand and the
Holders and the Initial Purchasers on the other hand in connection with the
statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations.

         The relative fault of the Company on the one hand and the Holders and
the Initial Purchasers on the other hand shall be determined by reference to,
among other things, whether any such untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company, the Holders or the Initial Purchasers
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

         The Company, the Holders and the Initial Purchasers agree that it would
not be just and equitable if contribution pursuant to this Section 4 were
determined by pro rata allocation (even if the Initial Purchasers were treated
as one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to above in this
Section 4. The aggregate amount of losses, liabilities, claims, damages and
expenses incurred by an indemnified party and referred to above in this Section
4 shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

         Notwithstanding the provisions of this Section 4, no Initial Purchaser
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities sold by it were offered exceeds the amount
of any damages which



                                       22
<PAGE>

such Initial Purchaser has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.

         No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 4, each Person, if any, who controls an
Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
Initial Purchaser or Holder, and each director of the Company, and each Person,
if any, who controls the Company within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act shall have the same rights to contribution as
the Company. The Initial Purchasers' respective obligations to contribute
pursuant to this Section 7 are several in proportion to the principal amount of
Securities set forth opposite their respective names in Schedule A to the
Purchase Agreement and not joint.

                  5. Miscellaneous.

                  5.1 Rule 144 and Rule 144A. For so long as Registrable
Securities remain outstanding and the Company is subject to the reporting
requirements of Section 13 or 15 of the 1934 Act, the Company shall use its
reasonable best efforts to file the reports required to be filed by it under the
1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and
regulations adopted by the SEC thereunder. If the Company ceases to be so
required to file such reports, the Company will, upon the request of any Holder
of Registrable Securities (a) make publicly available such information as is
necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver
such information to a prospective purchaser as is necessary to permit sales
pursuant to Rule 144A under the 1933 Act and it will take such further action as
any Holder of Registrable Securities may reasonably request, and (c) take such
further action that is reasonable in the circumstances, to the extent required
from time to time to enable such Holder to sell its Registrable Securities
without registration under the 1933 Act within the limitation of the exemptions
provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from
time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended
from time to time, or (iii) any similar rules or regulations hereafter adopted
by the SEC. Upon the request of any Holder of Registrable Securities, the
Company will deliver to such Holder a written statement as to whether it has
complied with such requirements.

                  5.2 No Inconsistent Agreements. The Company has not entered
into and the Company will not after the date of this Agreement enter into any
agreement which is inconsistent with the rights granted to the Holders of
Registrable Securities in this



                                       23
<PAGE>

Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Holders hereunder do not and will not for the term of this Agreement in
any way conflict with the rights granted to the holders of the Company's other
issued and outstanding securities under any such agreements.

                  5.3 Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of Holders
of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or departure.

                  5.4 Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (a) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 5.4, which address initially is the address set forth in the Purchase
Agreement with respect to the Initial Purchasers; and (b) if to the Company,
initially at the Company's address set forth in the Purchase Agreement, and
thereafter at such other address of which notice is given in accordance with the
provisions of this Section 5.4.

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; two
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged by recipient's
facsimile machine operator, if telecopied; and on the next business day if
timely delivered to an air courier guaranteeing overnight delivery.

                  Copies of all such notices, demands, or other communications
shall be concurrently delivered by the person giving the same to the Trustee
under the Indenture, at the address specified in such Indenture.

                  5.5 Successor and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture.
If any transferee of any Holder shall acquire Registrable Securities, in any
manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Securities such person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement,



                                       24
<PAGE>

including the restrictions on resale set forth in this Agreement and, if
applicable, the Purchase Agreement, and such person shall be entitled to receive
the benefits hereof.

                  5.6 Third Party Beneficiaries. Each Holder of Registrable
Securities shall be a third party beneficiary to the agreements made hereunder
between the Company, on the one hand, and the Initial Purchasers, on the other
hand, and shall have the right to enforce such agreements directly to the extent
it deems such enforcement necessary or advisable to protect its rights
hereunder.

                  5.7. Specific Enforcement. Without limiting the remedies
available to the Initial Purchasers and the Holders, the Company acknowledges
that any failure by the Company to comply with its obligations under Sections
2.1 through 2.4 hereof may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law, that it
would not be possible to measure damages for such injuries precisely and that,
in the event of any such failure, the Initial Purchasers or any Holder may
obtain such relief as may be required to specifically enforce the Company's
obligations under Sections 2.1 through 2.4 hereof.

                  5.8. Restriction on Resales. Until the expiration of two years
after the original issuance of the Securities, the Company will not, and will
cause any of its "affiliates" (as such term is defined in Rule 144(a)(1) under
the 1933 Act) controlled by the Company not to, resell any Securities which are
"restricted securities" (as such term is defined under Rule 144(a)(3) under the
1933 Act), whether as beneficial owner or otherwise (except as agent acting as a
securities broker on behalf of and for the accounting customers in the ordinary
course of business in unsolicited brokers transactions), that have been
reacquired by any of them and shall immediately upon any purchase of any such
Securities submit such Securities to the Trustee for cancellation.

                  5.9 Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                  5.10 Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  5.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

                  5.12 Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or



                                       25
<PAGE>

unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.




                                       26
<PAGE>


                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.


                                        THE CHUBB CORPORATION


                                        By: /s/ John D. Finnegan
                                              Name:  John D. Finnegan
                                              Title:    Chief Executive Officer




                                       27
<PAGE>
\



Confirmed and accepted as of the date first above written:

MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED
DEUTSCHE BANK SECURITIES INC.
GOLDMAN, SACHS & CO.
SALOMON SMITH BARNEY INC.

BY:  MERRILL LYNCH, PIERCE, FENNER & SMITH
                 INCORPORATED


By: /s/ Joesph E. Consolino
    -----------------------




                                       28
<PAGE>
                                                                       EXHIBIT A


                           FORM OF OPINION OF COUNSEL


                  1. The Exchange Offer Registration Statement and the
Prospectus (other than the financial statements, notes or schedules thereto and
other financial data and supplemental schedules included or incorporated by
reference therein or omitted therefrom and the Form T-1, as to which such
counsel need express no opinion), comply as to form in all material respects
with the requirements of the 1933 Act and the applicable rules and regulations
promulgated under the 1933 Act.

         Nothing has come to our attention that would lead us to believe that
the Registration Statement (except for financial statements and schedules and
other financial data included therein as to which we make no statement)
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading or that the Prospectus or any amendment or supplement thereto
(except for financial statements and schedules and other financial data included
therein, as to which such counsel need make no statement), at the time the
Prospectus was issued or at the time any such amended or supplemented Prospectus
was issued, included or includes an untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.



                                      A-1