<PAGE>

                                                                     EXHIBIT 4.3

================================================================================

                              THE CHUBB CORPORATION

                                       to

                          BANK ONE TRUST COMPANY, N.A.

                                     Trustee

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

                          JUNIOR SUBORDINATED INDENTURE

                            Dated as of June 4, 2003

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

================================================================================

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                                TABLE OF CONTENTS

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                                                            ARTICLE ONE
                                      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 101           Definitions........................................................................................      6
Section 102           Compliance Certificate and Opinions................................................................     14
Section 103           Forms of Documents Delivered to Trustee............................................................     15
Section 104           Acts of Holders....................................................................................     16
Section 105           Notices, Etc. to Trustee and Company...............................................................     17
Section 106           Notice to Holders; Waiver..........................................................................     17
Section 107           Conflict with Trust Indenture Act..................................................................     18
Section 108           Effect of Headings and Table of Contents...........................................................     18
Section 109           Successors and Assigns.............................................................................     18
Section 110           Separability Clause................................................................................     18
Section 111           Benefits of Indenture..............................................................................     18
Section 112           Governing Law......................................................................................     18
Section 113           Non-Business Days..................................................................................     18
Section 114           Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability....     19

                                                             ARTICLE TWO
                                                           SECURITY FORMS

Section 201           Forms Generally....................................................................................     19
Section 202           Form of Face of Security...........................................................................     20
Section 203           Form of Reverse of Security........................................................................     24
Section 204           Additional Provisions Required in Global Security..................................................     26
Section 205           Form of Trustee's Certificate of Authentication....................................................     26

                                                            ARTICLE THREE
                                                           THE SECURITIES

Section 301           Title and Terms...................................................................................      27
Section 302           Denominations.....................................................................................      29
Section 303           Execution, Authentication, Delivery and Dating....................................................      29
Section 304           Temporary Securities..............................................................................      31
Section 305           Registration, Transfer and Exchange...............................................................      31
Section 306           Mutilated, Destroyed, Lost and Stolen Securities..................................................      33
Section 307           Payment of Interest; Interest Rights Preserved....................................................      34
Section 308           Persons Deemed Owners.............................................................................      35
Section 309           Cancellation......................................................................................      36
Section 310           Computation of Interest...........................................................................      36
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                                        i

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Section 311           Deferrals of Interest Payment Dates...............................................................      36
Section 312           Right of Set-Off..................................................................................      37
Section 313           Agreed Tax Treatment..............................................................................      37
Section 314           Extension of Stated Maturity; Adjustment of Stated Maturity Upon an Exchange......................      38
Section 315           CUSIP Numbers.................................................................. ..................      38

                                                            ARTICLE FOUR
                                                     SATISFACTION AND DISCHARGE

Section 401           Satisfaction and Discharge of Indenture............................................................     39
Section 402           Application of Trust Money.........................................................................     40
Section 403           Satisfaction, Discharge and Defeasance of Securities of Any Series.................................     40

                                                            ARTICLE FIVE
                                                              REMEDIES

Section 501           Events of Default..................................................................................     42
Section 502           Acceleration of Maturity; Rescission and Annulment.................................................     43
Section 503           Collection of Indebtedness and Suits for Enforcement by Trustee....................................     45
Section 504           Trustee May File Proofs of Claim...................................................................     46
Section 505           Trustee May Enforce Claim Without Possession of Securities.........................................     47
Section 506           Application of Money Collected.....................................................................     47
Section 507           Limitation on Suits................................................................................     48
Section 508           Unconditional Right of Holders to Receive Principal, Premium and Interest..........................     49
Section 509           Restoration of Rights and Remedies.................................................................     49
Section 510           Rights and Remedies Cumulative.....................................................................     50
Section 511           Delay or Omission Not Waiver.......................................................................     50
Section 512           Control by Holders.................................................................................     50
Section 513           Waiver of Past Defaults............................................................................     51
Section 514           Undertaking for Costs..............................................................................     52
Section 515           Waiver of Stay or Extension Laws...................................................................     52

                                                             ARTICLE SIX
                                                             THE TRUSTEE

Section 601           Certain Duties and Responsibilities................................................................     52
Section 602           Notice of Defaults.................................................................................     53
Section 603           Certain Rights of Trustee..........................................................................     54
Section 604           Not Responsible for Recitals or Issuance of Securities.............................................     55
Section 605           May Hold Securities................................................................................     55
Section 606           Money Held in Trust................................................................................     55
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                                       ii

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<TABLE>
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Section 607           Compensation and Reimbursement.....................................................................     55
Section 608           Disqualification; Conflicting Interests............................................................     56
Section 609           Corporate Trustee Required; Eligibility............................................................     56
Section 610           Resignation and Removal; Appointment of Successor..................................................     57
Section 611           Acceptance of Appointment by Successor.............................................................     58
Section 612           Merger, Conversion, Consolidation or Succession to Business........................................     60
Section 613           Preferential Collection of Claims Against Company..................................................     60
Section 614           Appointment of Authenticating Agent................................................................     60

                                                            ARTICLE SEVEN
                                          HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701           Company to Furnish Trustee Names and Addresses of Holders..........................................     62
Section 702           Preservation of Information, Communications to Holders.............................................     62
Section 703           Reports by Trustee.................................................................................     63
Section 704           Reports by Company.................................................................................     63

                                                            ARTICLE EIGHT
                                        CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801           Company May Consolidate, Etc., Only on Certain Terms...............................................     63
Section 802           Successor Corporation Substituted..................................................................     64

                                                            ARTICLE NINE
                                                       SUPPLEMENTAL INDENTURES

Section 901           Supplemental Indentures Without Consent of Holders.................................................     65
Section 902           Supplemental Indentures with Consent of Holders....................................................     66
Section 903           Execution of Supplemental Indentures...............................................................     68
Section 904           Effect of Supplemental Indentures..................................................................     68
Section 905           Conformity with Trust Indenture Act................................................................     68
Section 906           Reference in Securities to Supplemental Indentures.................................................     68

                                                             ARTICLE TEN
                                                              COVENANTS

Section 1001          Payment of Principal, Premium and Interest.........................................................     69
Section 1002          Maintenance of Office or Agency....................................................................     69
Section 1003          Money for Security Payments to be Held in Trust....................................................     69
Section 1004          Statement as to Compliance.........................................................................     71
Section 1005          Waiver of Certain Covenants........................................................................     71
Section 1006          Additional Sums....................................................................................     71
Section 1007          Additional Covenants...............................................................................     72
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                                       iii

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                                                           ARTICLE ELEVEN
                                                      REDEMPTION OF SECURITIES
Section 1101          Applicability of This Article......................................................................     73
Section 1102          Election to Redeem; Notice to Trustee..............................................................     73
Section 1103          Selection of Securities to Be Redeemed.............................................................     74
Section 1104          Notice of Redemption...............................................................................     74
Section 1105          Deposit of Redemption Price........................................................................     75
Section 1106          Payment of Securities Called for Redemption........................................................     75
Section 1107          Company's Right of Redemption......................................................................     75

                                                           ARTICLE TWELVE
                                                            SINKING FUNDS

Section 1201          Applicability of Article...........................................................................     76
Section 1202          Satisfaction of Sinking Fund Payments with Securities..............................................     76
Section 1203          Redemption of Securities for Sinking Fund..........................................................     76

                                                          ARTICLE THIRTEEN
                                                     SUBORDINATION OF SECURITIES

Section 1301          Securities Subordinate to Senior Indebtedness......................................................     78
Section 1302          Payment Over of Proceeds Upon Dissolution, Etc.....................................................     78
Section 1303          Prior Payment to Senior Indebtedness Upon Acceleration of Securities...............................     80
Section 1304          No Payment When Senior Indebtedness in Default.....................................................     80
Section 1305          Payment Permitted If No Default....................................................................     81
Section 1306          Subrogation to Rights of Holders of Senior Indebtedness............................................     81
Section 1307          Provisions Solely to Define Relative Rights........................................................     82
Section 1308          Trustee to Effectuate Subordination................................................................     82
Section 1309          No Waiver of Subordination Provisions..............................................................     82
Section 1310          Notice to Trustee..................................................................................     83
Section 1311          Reliance on Judicial Order or Certificate of Liquidating Agent.....................................     83
Section 1312          Trustee Not Fiduciary for Holders of Senior Indebtedness...........................................     83
Section 1313          Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's Rights...............     84
Section 1314          Article Applicable to Paying Agents................................................................     84
Section 1315          Certain Conversions or Exchanges Deemed Payment....................................................     84
</TABLE>

Annex A -- Form of Trust Agreement

Annex B -- Form of Amended and Restated Trust Agreement

                                       iv

<PAGE>

Annex C -- Form of Guarantee Agreement

                              THE CHUBB CORPORATION

         Reconciliation and tie between the Trust Indenture Act of 1939
(including cross-references to provisions of Sections 310 to and including 317
which, pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended
by the Trust Reform Act of 1990, are a part of and govern the Indenture whether
or not physically contained therein) and the Junior Subordinated Indenture,
dated as of June 4, 2003.

Note:    This reconciliation and tie shall not, for any purpose, be deemed to be
         a part of the Junior Subordinated Indenture.

                                       v

<PAGE>

         JUNIOR SUBORDINATED INDENTURE, dated as of June 4, 2003 between THE
CHUBB CORPORATION, a New Jersey corporation (hereinafter called the "Company")
having its principal office at 15 Mountain View Road, Warren, New Jersey, 07061,
and Bank One Trust Company, N.A., a national banking organization duly organized
and existing under the laws of the United States, as Trustee (hereinafter called
the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured junior
subordinated debt securities in series (hereinafter called the "Securities") of
substantially the tenor hereinafter provided, including, without limitation,
Securities issued to evidence loans made to the Company of the proceeds from the
issuance from time to time by one or more statutory trusts (each a "Chubb
Trust", and collectively, the "Chubb Trusts") of preferred trust interests in
such Trusts (the "Preferred Securities") and common interests in such Trusts
(the "Common Securities"), and to provide the terms and conditions upon which
the Securities are to be authenticated, issued and delivered.

         All things necessary to make the Securities, when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done.

         NOW THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of any
series thereof, as follows:

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 101       Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

                  (1)      The terms defined in this Article have the meanings
         assigned to them in this Article, and include the plural as well as the
         singular;

<PAGE>

                  (2)      All other terms used herein which are defined in the
         Trust Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

                  (3)      All accounting terms not otherwise defined herein
         have the meanings assigned to them in accordance with generally
         accepted accounting principles, and the term "generally accepted
         accounting principles" with respect to any computation required or
         permitted hereunder shall mean such accounting principles which are
         generally accepted at the date or time of such computation; provided,
         that when two or more principles are so generally accepted, it shall
         mean that set of principles consistent with those in use by the
         Company; and

                  (4)      The words "herein," "hereof" and "hereunder" and
         other words of similar import refer to this Indenture as a whole and
         not to any particular Article, Section or other subdivision.

         Certain terms, used principally in Article Six, are defined in that
Article.

         "Act" when used with respect to any Holder has the meaning specified in
Section 104.

         "Additional Interest" means the interest, if any, that shall accrue on
any interest on the Securities of any series that is in arrears for more than
one interest payment period or not paid during any Extension Period, which in
either case shall accrue at the rate per annum specified or determined as
specified in such Security.

         "Additional Sums" has the meaning specified in Section 1006.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however, that an Affiliate of the
Company shall not be deemed to include any Chubb Trust to which Securities have
been issued. For the purposes of this definition, "control" when used with
respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "Board of Directors" means either the board of directors of the Company
or any committee of that board duly authorized to act hereunder.

                                        7

<PAGE>

         "Board Resolution" means a copy of one or more resolutions certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors, or such committee of the Board of Directors or
officers of the Company to which authority to act on behalf of the Board of
Directors has been delegated, and to be in full force and effect on the date of
such certification, and delivered to the Trustee.

         "Business Day" means any day other than (i) a Saturday or Sunday, or
(ii) a day on which banking institutions in The City of New York are authorized
or required by law or executive order to remain closed, or (iii) a day on which
the Corporate Trust Office of the Trustee, or, with respect to the Securities of
a series issued to a Chubb Trust, the principal office of the Property Trustee
under the related Trust Agreement, is closed for business.

         "Chubb Guarantee" means the guarantee by the Company of distributions
on the Preferred Securities of a Chubb Trust to the extent provided in the
Guarantee Agreement, substantially in the form attached hereto as Annex C, or
substantially in such form as may be specified as contemplated by Section 301
with respect to the Securities of any series, in each case as amended from time
to time.

         "Chubb Trust" has the meaning specified in the first recital of this
Indenture.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution of this instrument such Commission is not existing
and performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties on such date.

         "Common Securities" has the meaning specified in the first recital of
this Indenture.

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
shall mean such successor corporation.

         "Company Request" and "Company Order" mean, respectively, the written
request or order signed in the name of the Company by the Chairman, any Vice
Chairman, the Chief Executive Officer, President or a Vice President, or by the
Treasurer, an Assistant Treasurer, the Controller, the Secretary or an Assistant
Secretary of the Company, and delivered to the Trustee.

                                       8

<PAGE>

         "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time this Indenture shall be administered and which is
located at the date hereof at 153 West 51st Street, New York, New York 10019.

         "Corporation" includes corporations, associations, companies and
statutory trusts.

         "Current Value" has the meaning specified in Section 1107.

         "Debt" means, with respect to any Person, whether recourse is to all or
a portion of the assets of such Person and whether or not contingent, (i) every
obligation of such Person for money borrowed; (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (v) every capital lease obligation of such Person; and (vi) every
obligation of the type referred to in clauses (i) through (v) of another Person
and all dividends of another Person the payment of which, in either case, such
Person has guaranteed or is responsible or liable, directly or indirectly, as
obligor or otherwise.

         "Defaulted Interest" has the meaning specified in Section 307.

         "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary by the Company pursuant to
Section 301 with respect to such series (or any successor thereto).

         "Dollar" means the currency of the United States of America as at the
time of payment is legal tender for the payment of public and private debts.

         "Event of Default" unless otherwise specified in the supplemental
indenture creating a series of Securities, has the meaning specified in Article
Five.

         "Extension Period" has the meaning specified in Section 311.

         "Foreign Currency" means any currency issued by the government of one
or more countries other than the United States of America or by any recognized
confederation or association of such governments.

         "Global Security" means a Security in the form prescribed in Section
204 evidencing all or part of a series of Securities, issued to the Depositary
or its nominee for such series, and registered in the name of such Depositary or
its nominee.

                                       9

<PAGE>

         "Government Obligations" means, with respect to the Securities of any
series, securities which are (i) direct obligations of the United States of
America or (ii) obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States of America the payment of
which is unconditionally guaranteed by the United States of America and which,
in either case, are full faith and credit obligations of the United States of
America and are not callable or redeemable at the option of the issuer thereof
and shall also include a depository receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of any such Government Obligation held by such custodian for the
account of the holder of such depository receipt; provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the Government Obligation or the specific payment
of interest on or principal of the Government Obligation evidenced by such
depository receipt.

         "Holder" means a Person in whose name a Security is registered in the
Securities Register.

         "Junior Subordinated Payment" has the meaning specified in Section
1302.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of each particular series of Securities established
as contemplated by Section 301.

         "Interest Payment Date" means as to each series of Securities the
Stated Maturity of an installment of interest on such Securities.

         "Interest Rate" means the rate of interest specified or determined as
specified in each Security as being the rate of interest payable on such
Security.

         "Lien" means any mortgage, pledge, lien, security interest or other
encumbrance.

         "Maturity" when used with respect to any Security means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

         "1940 Act" means the Investment Company Act of 1940, as amended.

         "Notice of Default" has the meaning specified in Section 501(3).

                                       10

<PAGE>

         "Officers' Certificate" means a certificate signed (i) by the chairman,
the vice chairman, the chief executive officer, the president or any vice
president, and (ii) by the treasurer or any assistant treasurer, or the
secretary or any assistant secretary of the Company, and delivered to the
Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Company.

         "Original Issue Date" means the date of issuance specified as such in
each Security.

         "Original Issue Discount Security" means any security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

         "Outstanding" means, as of the date of determination, all Securities
theretofore authenticated and delivered under this Indenture, except:

                           (i)      Securities theretofore canceled by the
                  Trustee or delivered to the Trustee for cancellation;

                           (ii)     Securities for whose payment money in the
                  necessary amount has been theretofore deposited with the
                  Trustee or any Paying Agent in trust for the Holders of such
                  Securities; and

                           (iii)    Securities in substitution for or in lieu of
                  which other Securities have been authenticated and delivered
                  or which have been paid pursuant to Section 306, unless proof
                  satisfactory to the Trustee is presented that any such
                  Securities are held by Holders in whose hands such Securities
                  are valid, binding and legal obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities of any or all series have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor shall be disregarded and deemed
not to be outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which the Trustee knows to be so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor. Upon request
of the Trustee, the

                                       11

<PAGE>

Company shall furnish to the Trustee promptly an Officers' Certificate listing
and identifying all Securities, if any, known by the Company to be owned or held
by or for the account of the Company, or any other obligor on the Securities or
any Affiliate of the Company or such obligor, and, subject to the provisions of
Section 601, the Trustee shall be entitled to accept such Officers' Certificate
as conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

         "Paying Agent" means the Trustee or any Person authorized by the
Company to pay the principal of or interest on any Securities on behalf of the
Company.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

         "Place of Payment" means, with respect to the Securities of any series,
the place or places where the principal of (and premium, if any) and interest on
the Securities of such series are payable pursuant to Section 301 or 311.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any security
authenticated and delivered under Section 306 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

         "Preferred Securities" has the meaning specified in the first recital
of this Indenture.

         "Proceeding" has the meaning specified in Section 1302.

         "Property Trustee" means, in respect of any Chubb Trust, the commercial
bank or trust company identified as the "Property Trustee" in the related Trust
Agreement, solely in its capacity as Property Trustee of such Chubb Trust under
such Trust Agreement and not in its individual capacity, or its successor in
interest in such capacity, or any successor property trustee appointed as
therein provided.

         "Regular Record Date" for the interest payable on any Interest Payment
Date with respect to the Securities of a series means, unless otherwise provided
pursuant to Section 301 with respect to Securities of a series, if such interest
payment date is the first day of a calendar month, the fifteenth day of the next
preceding month or, if such interest payment date is the fifteenth day of a
calendar month, the first day of such calendar month (whether or not a Business
Day).

                                       12

<PAGE>

         "Responsible Officer" when used with respect to the Trustee means any
officer of the Trustee assigned by the Trustee from time to time to administer
its corporate trust matters.

         "Securities" or "Security" means any debt securities or debt security,
as the case may be, authenticated and delivered under this Indenture.

         "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 305.

         "Senior Indebtedness" means the principal of, premium, if any, and
unpaid interest on the following, whether outstanding at the date hereof or
thereafter incurred or created: (i) indebtedness of the Company for money
borrowed (including purchase-money obligations) evidenced by notes or other
written obligations, (ii) indebtedness of the Company evidenced by securities
(other than the Securities), debentures, bonds or other securities issued under
the provisions of an indenture or similar instrument, (iii) obligations of the
Company as lessee under capitalized leases and leases of property made as part
of any sale and leaseback transactions, (iv) indebtedness of others of any of
the kinds described in the preceding clauses (i) through (iii) assumed or
guaranteed by the Company and (v) renewals, extensions and refundings of, and
indebtedness and obligations of a successor corporation issued in exchange for
or in replacement of, indebtedness or obligations of the kinds described in the
preceding clauses (i) through (iv), unless in the case of any particular
indebtedness, obligation, renewal, extension or refunding the instrument
creating or evidencing the same or the assumption or guarantee thereof expressly
provides that such indebtedness, obligation, renewal, extension or refunding is
not superior in right of payment to the Securities.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

         "Stated Maturity" when used with respect to any Security or any
installment of principal thereof or interest thereon means the date specified in
such Security as the fixed date on which the principal of such Security or such
installment of interest is due and payable.

         "Subsidiary" means any corporation of which at the time of
determination the Company and/or one or more Subsidiaries owns or controls
directly or indirectly more than 50% of the outstanding shares of voting stock.
For purposes of this definition, "voting stock" means stock which has voting
power for the election of directors, whether at all times or only so long as no
senior class of stock has such voting power by reason of any contingency.

                                       13

<PAGE>

         "Trust Agreement" means the Trust Agreement substantially in the form
attached hereto as Annex A, as amended by the form of Amended and Restated Trust
Agreement substantially in the form attached hereto as Annex B, or substantially
in such form as may be specified as contemplated by Section 301 with respect to
the Securities of any series, in each case as amended from time to time.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder and,
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbb), as amended and as in effect on the date as of this
Indenture, except as provided in Section 905.

         "Vice President" when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

         Section 102       Compliance Certificate and Opinions.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent
(including covenants, compliance with which constitutes a condition precedent),
if any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent (including covenants compliance with which
constitute a condition precedent), if any, have been complied with, except that
in the case of any such application or request as to which the furnishing of
such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the
certificates provided pursuant to Section 1004) shall include:

                  (1)      a statement that each individual signing such
         certificate or opinion has read such covenant or condition and the
         definitions herein relating thereto;

                                       14

<PAGE>

                  (2)      a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (3)      a statement that, in the opinion of each such
         individual, he or she has made such examination or investigation as is
         necessary to enable him to express an informed opinion as to whether or
         not such covenant or condition has been complied with; and

                  (4)      a statement as to whether, in the opinion of each
         such individual, such condition or covenant has been complied with.

         Section 103       Forms of Documents Delivered to Trustee.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

         Any certificate, statement or opinion of an officer of the Company or
of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

         Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

                                       15

<PAGE>

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

         Section 104       Acts of Holders.

         (a)      Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given to or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments is or are
delivered to the Trustee, and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in favor of
the Trustee and the Company and any agent of the Trustee or the Company, if made
in the manner provided in this Section.

         (b)      The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a Person acting in other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.

         (c)      The fact and date of the execution by any Person of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee deems sufficient and in
accordance with such reasonable rules as the Trustee may determine.

         (d)      The ownership of Securities shall be proved by the Securities
Register.

         (e)      Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Security.

                                       16

<PAGE>

         (f)      The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to take any action
under this Indenture by vote or consent. Except as otherwise provided herein,
such record date shall be the later of 30 days prior to the first solicitation
of such consent or vote or the date of the most recent list of Securityholders
furnished to the Trustee pursuant to Section 701 prior to such solicitation. If
a record date is fixed, those persons who were Securityholders at such record
date (or their duly designated proxies), and only those persons, shall be
entitled to take such action by vote or consent or to revoke any vote or consent
previously given, whether or not such persons continue to be Holders after such
record date, provided, however, that unless such vote or consent is obtained
from the Holders (or their duly designated proxies) of the requisite principal
amount of Outstanding Securities prior to the date which is the 120th day after
such record date, any such vote or consent previously given shall automatically
and without further action by any Holder be canceled and of no further effect.

         Section 105       Notices, Etc. to Trustee and Company.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

                  (1)      the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with the Trustee at its Corporate Trust office,
         or

                  (2)      the Company by the Trustee or by any Holder shall be
         sufficient for every purpose (except as otherwise provided in Section
         501 hereof) hereunder if in writing and mailed, first class, postage
         prepaid, to the Company addressed to it at the address of its principal
         office specified in the first paragraph of this instrument or at any
         other address previously furnished in writing to the Trustee by the
         Company.

         Section 106       Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first class postage prepaid, to each Holder entitled
to such notice, at the address of such Holder as it appears in the Securities
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such

                                       17

<PAGE>

notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

         Section 107       Conflict with Trust Indenture Act.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by any of Sections 310 to 317, inclusive, of the Trust
Indenture Act through operation of Section 318(c) thereof, such imposed duties
shall control.

         Section 108       Effect of Headings and Table of Contents.

         The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

         Section 109       Successors and Assigns.

         All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

         Section 110       Separability Clause.

         In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

         Section 111       Benefits of Indenture.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto, any Paying Agent and
their successors and assigns and the Holders of the Securities, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

         Section 112       Governing Law.

         This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York without regard to conflicts of
laws principles thereof.

         Section 113       Non-Business Days.

         In any case where any Interest Payment Date or Stated Maturity of any
Security shall not be a Business Day, then (notwithstanding any other provision
of this Indenture

                                       18

<PAGE>

or the Securities) payment of interest or principal need not be made on such
date, but may be made on the next succeeding Business Day and no interest shall
accrue for the period from and after such Interest Payment Date or Stated
Maturity, as the case may be, until the next succeeding Business Day, in each
case with the same force and effect as if made on the Interest Payment Date or
at the Stated Maturity, except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day.

         Section 114       Incorporators, Stockholders, Officers and Directors
of Company Exempt from Individual Liability.

         No recourse under or upon any obligation, covenant or agreement
contained in this Indenture, or in any Security, or because of any indebtedness
evidenced thereby, shall be had against any incorporator, as such or against any
past, present or future stockholder, officer or director, as such of the Company
or any successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the holders thereof and as part of the
consideration for the issue of the Securities.

                                  ARTICLE TWO

                                 SECURITY FORMS

         Section 201       Forms Generally.

         The Securities of each series and the Trustee's certificate of
authentication shall be in substantially the forms set forth in this Article, or
in such other form or forms as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with applicable tax laws or the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 with respect to the authentication and
delivery of such Securities.

         The Trustee's certificates of authentication shall be substantially in
the form set forth in this Article.

                                       19

<PAGE>

         The definitive Securities shall be printed, lithographed or engraved or
produced by any combination of these methods, if required by any securities
exchange on which the Securities may be listed, on a steel engraved border or
steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such securities.

         Section 202       Form of Face of Security.

         [If the Security is a Global Security, insert -- This Security is a
Global Security within the meaning of the Indenture hereinafter referred to and
is registered in the name of The Depository Trust Company (the "Depository") or
a nominee of the Depository. This Security is exchangeable for Securities
registered in the name of a person other than the Depository or its nominee only
in the limited circumstances described in the Indenture and no transfer of this
Security (other than a transfer of this Security as a whole by the Depository to
a nominee of the Depository or by a nominee of the Depository to the Depository
or another nominee of the Depository) may be registered except in limited
circumstances.

         Unless this Security is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York) to The Chubb
Corporation or its agent for registration of transfer, exchange or payment, and
any Security issued is registered in the name of Cede & Co. or such other name
as requested by an authorized representative of The Depository Trust Company and
any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.]

         If the Security is an Original Issue Discount Security, insert -- This
Security was issued with original issue discount for United States Federal
income tax purposes. For further information, please contact [name, title and
address or telephone number of a representative of the Company].

                              THE CHUBB CORPORATION
                               (Title of Security)

No. __________                                                    $_____________

         THE CHUBB CORPORATION, a corporation organized and existing under the
laws of New Jersey (hereinafter called the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _______________, or registered assigns, the
principal sum of __________________ Dollars on ________________________,[;
provided that the

                                       20

<PAGE>

Company may (i) change the maturity date upon the occurrence of an exchange of
the Securities for the Trust Securities subject to certain conditions set forth
in Section 314 of the Indenture, which changed maturity date shall in no case be
earlier than, or later than ________, and (ii) extend the maturity date subject
to certain conditions specified in Section 314 of the Indenture, which extended
maturity date shall in no case be later than________,]. The Company further
promises to pay interest on said principal sum from ______, ___ or from the most
recent interest payment date (each such date, an "Interest Payment Date") on
which interest has been paid or duly provided for, [monthly] [quarterly]
[semi-annually] [if applicable, insert- (subject to deferral as set forth
herein)] in arrears on [insert applicable Interest Payment Dates] of each year,
commencing ______, ___, at the rate of ___% per annum, until the principal
hereof shall have become due and payable, [if applicable, insert- plus
Additional Interest, if any,] until the principal hereof is paid or duly
provided for or made available for payment [if applicable, insert- and on any
overdue principal and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest at the rate of ___% per annum, compounded [monthly] [quarterly]
[annually]. The amount of interest payable for any period will be computed on
the basis of twelve 30-day months and a 360-day year. The amount of interest
payable for any partial period shall be computed on the basis of the number of
days elapsed in a 360-day year of twelve 30-day months. In the event that any
date on which interest is payable on this Security is not a Business Day, then a
payment of the interest payable on such date will be made on the next succeeding
day which is a Business Day (and without any interest or other payment in
respect of any such delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on the date the payment was originally payable. A "Business Day" shall mean any
day other than a day on which banking institutions in the City of New York are
authorized or required by law or executive order to remain closed or a day on
which the Corporate Trust Office of the Trustee [if applicable, insert-, or the
principal office of the Property Trustee under the Trust Agreement hereinafter
referred to for Chubb Capital __,] is closed for business. The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities, as defined
in the Indenture) is registered at the close of business on the Regular Record
Date for such interest installment, which shall be the [[insert Regular Record
Dates] (whether or not a Business Day)] [close of business on the Business Day]
next preceding such Interest Payment Date. Any such interest installment not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities

                                       21

<PAGE>

exchange on which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture.

         [If applicable, insert- The Company shall have the right at any time
during the term of this Security, from time to time, to extend the interest
payment period of such Security for up to __ consecutive [months] [quarters]
with respect to each deferral period (each an "Extension Period"), during which
periods the Company shall have the right to make partial payments of interest on
any Interest Payment Date, and at the end of which the Company shall pay all
interest then accrued and unpaid (together with Additional Interest thereon to
the extent permitted by applicable law); provided that during any such Extension
Period, the Company will not, and will not permit any Subsidiary of the Company
to (i) declare or pay any dividends or distributions or redeem, purchase,
acquire or make a liquidation payment with respect to, any of the Company's
outstanding capital stock or (ii) make any payment of principal, interest or
premium, if any, on or repay, repurchase or redeem any debt security that ranks
pari passu with or junior in interest to this Security or make any guarantee
payments with respect to the foregoing (other than (a) dividends or
distributions in common stock of the Company, (b) redemptions or purchases of
any rights pursuant to the Company's Rights Plan, or any successor to such
Rights Plan, and the declaration of a dividend of such rights in the future, and
(c) payments under any Chubb Guarantee (as defined in the Indenture)). Prior to
the termination of any such Extension Period, the Company may further extend the
interest payment period, provided that such Extension Period together with all
such previous and further extensions of such Extension Period, shall not exceed
__ consecutive [months] [quarters] or extend beyond the Maturity of this
Security. Upon the termination of any such Extension Period and upon the payment
of all accrued and unpaid interest and any Additional Interest then due, the
Company may select a new Extension Period, subject to the above requirements. No
interest shall be due and payable during an Extension Period except at the end
thereof. The Company shall give the Holder of this Security and the Trustee
notice of its selection of an Extension Period at least one Business Day prior
to the Interest Payment Date [if applicable, insert- the earlier of (i) the date
the Distributions on the Preferred Securities are payable or (ii) the date the
Administrative Trustees are required to give notice to the New York Stock
Exchange or other applicable self-regulatory organization or to holders of such
Preferred Securities of the record date or the date such Distributions are
payable, but in any event not less than one Business Day prior to such record
date.

         Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the United States, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts [if applicable, insert-; provided, however, that at the option of
the Company payment of interest may be made (i) by check mailed to the address
of the Person entitled thereto as such address shall appear in the Securities
Register or (ii) by wire transfer in immediately available funds at

                                       22

<PAGE>

such place and to such account as may be designated by the Person entitled
thereto as specified in the Securities Register].

         The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payments to the prior
payment in full of all Senior Indebtedness, and this Security is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
actions as may be necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes. Each Holder hereof, by his acceptance hereof, waives all notice of the
acceptance of the subordination provisions contained herein and in the Indenture
by each holder of Senior Indebtedness, whether now outstanding or hereafter
incurred, and waives reliance by each such holder upon said provisions.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:

                                       THE CHUBB CORPORATION

                                       By:  ____________________________________
                                           [Chairman, Vice Chairman,
                                           President or Vice President]

                                       THE CHUBB CORPORATION

                                       By:  ____________________________________
                                           [Treasurer, Assistant Treasurer
                                           Secretary or Assistant Secretary]

                                       23

<PAGE>

Attest:

__________________________________
[Secretary or Assistant Secretary]

         Section 203       Form of Reverse of Security.

         This Security is one of a duly authorized issue of securities of the
Company, (herein called the "Securities"), issued and to be issued in one or
more series under a Junior Subordinated Indenture, dated as of May   , 2003
(herein called the "Indenture"), between the Company and Bank One Trust Company,
N.A. as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Trustee, the
Company and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof[, limited in aggregate principal
amount to $ _____________].

         All terms used in this Security that are defined in the Indenture [if
applicable, insert- or in the Trust Agreement, dated _________, 2003, as amended
(the "Trust Agreement"), among The Chubb Corporation as Depositor, and the
Trustees named therein, for Chubb Capital __,] shall have the meanings assigned
to them in the Indenture [if applicable, insert- or the Trust Agreement, as the
case may be].

         [If applicable, insert- The Company may, at its option, subject to the
terms and conditions of Article Eleven of the Indenture, redeem this Security at
any time in whole or in part, without premium or penalty, at a redemption price
equal to the accrued and unpaid interest [if applicable, insert-, including
Additional Interest, if any,] to the date fixed for redemption, plus the
principal amount thereof].

         In the event of redemption of this Security in part only, a new
Security or Securities of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

         [If the Security is not an Original Issue Discount Security, - If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner, with the effect and subject to the conditions
provided in the Indenture.]

         [If the Security is an Original Issue Discount Security, - If an Event
of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture. Such amounts

                                       24

<PAGE>

shall be equal to - insert formula for determining the amount. Upon payment (i)
of the amount of principal so declared due and payable and (ii) of interest on
any overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and interest, if any,
on the Securities of this series shall terminate.]

         The Indenture contains provisions for satisfaction, discharge and
defeasance at any time of the entire indebtedness of this Security upon
compliance by the Company with certain conditions set forth in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities of
each series at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Securities
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company maintained under Section 1002 of the Indenture
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees. No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                                       25

<PAGE>

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $____ and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of such series of a different authorized denomination, as
requested by the Holder surrendering the same.

         [If applicable, insert- The Company and, by its acceptance of this
Security or a beneficial interest therein, the Holder of, and any Person that
acquires a beneficial interest in, this Security agree that for United States
Federal, state and local tax purposes it is intended that this Security
constitute indebtedness.]

         THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THEREOF.

         Section 204       Additional Provisions Required in Global Security.

         Any Global Security issued hereunder shall, in addition to the
provisions contained in Sections 202 and 203 bear a legend in substantially the
following form:

         "This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. This Security is exchangeable for Securities registered
in the name of a person other than the Depositary or its nominee only in the
limited circumstances described in the Indenture and may not be transferred
except as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary."

         Section 205       Form of Trustee's Certificate of Authentication.

         This is one of the Securities designated herein and referred to in the
within-mentioned Indenture.

                           BANK ONE TRUST COMPANY, N.A.,
                           as Trustee

                           By: ________________________
                               Authorized Officer

                                       26

<PAGE>

                                 ARTICLE THREE

                                 THE SECURITIES

         Section 301       Title and Terms.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of a series:

         (a)      the title of the Securities of such series, which shall
distinguish the Securities of the series from all other Securities;

         (b)      the limit, if any, upon the aggregate principal amount of the
Securities of such series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 304, 305, 306, 906 or 1106); provided, however, that
the authorized aggregate principal amount of such series may be increased above
such amount by a Board Resolution to such effect;

         (c)      the Stated Maturity or Maturities on which the principal of
the Securities of such series is payable or the method of determination thereof;

         (d)      the rate or rates, if any, at which the Securities of such
series shall bear interest, if any, the rate or rates and extent to which
Additional Interest, if any, shall be payable in respect of any Securities of
such series, the Interest Payment Dates on which such interest shall be payable,
the right, pursuant to Section 311 or as otherwise set forth therein, of the
Company to defer or extend an Interest Payment Date, and the Regular Record Date
for the interest payable on any Interest Payment Date or the method by which any
of the foregoing shall be determined;

         (e)      the place or places where the principal of (and premium, if
any) and interest on the Securities of such series shall be payable, the place
or places where the Securities of such series may be presented for registration
of transfer or exchange, and the place or places where notices and demands to or
upon the Company in respect of the Securities of such series may be made;

         (f)      the period or periods within or the date or dates on which, if
any, the price or prices at which and the terms and conditions upon which the
Securities of such series may be redeemed, in whole or in part, at the option of
the Company;

                                       27

<PAGE>

         (g)      the obligation or the right, if any, of the Company to redeem,
repay or purchase the Securities of such series pursuant to any sinking fund,
amortization or analogous provisions or at the option of a Holder thereof and
the period or periods within which, the price or prices at which, the currency
or currencies (including currency unit or units) in which and the other terms
and conditions upon which Securities of the series shall be redeemed, repaid or
purchased, in whole or in part, pursuant to such obligation;

         (h)      the denominations in which any Securities of such series shall
be issuable, if other than denominations of $25 and any integral multiple
thereof;

         (i)      if other than Dollars, the currency or currencies (including
currency unit or units) in which the principal of (and premium, if any) and
interest, if any, on the Securities of the series shall be payable, or in which
the Securities of the series shall be denominated;

         (j)      the additions, modifications or deletions, if any, in the
Events of Default or covenants of the Company set forth herein with respect to
the Securities of such series;

         (k)      if other than the principal amount thereof, the portion of the
principal amount of Securities of such series that shall be payable upon
declaration of acceleration of the Maturity thereof;

         (l)      the additions or changes, if any, to this Indenture with
respect to the Securities of such series as shall be necessary to permit or
facilitate the issuance of the Securities of such series in bearer form,
registrable or not registrable as to principal, and with or without interest
coupons;

         (m)      any index or indices used to determine the amount of payments
of principal of and premium, if any, on the Securities of such series or the
manner in which such amounts will be determined;

         (n)      the issuance of a temporary Global Security representing all
of the Securities of such series and exchange of such temporary Global Security
for definitive Securities of such series;

         (o)      whether the Securities of the series shall be issued in whole
or in part in the form of one or more Global Securities and, in such case, the
Depositary for such Global Securities, which Depositary shall be a clearing
agency registered under the Securities Exchange Act of 1934, as amended;

         (p)      the appointment of any trustee, authenticating or paying
agent(s), transfer agent(s) or other agents for the Securities of such series;

                                       28

<PAGE>

         (q)      the terms of any right to convert or exchange Securities of
such series into any other securities or property of the Company, and the
additions or changes, if any, to this Indenture with respect to the Securities
of such series to permit or facilitate such conversion or exchange;

         (r)      the form or forms of the Trust Agreement, Amended and Restated
Trust Agreement and Guarantee Agreement, if different from the forms attached
hereto as Annexes A, B and C, respectively;

         (s)      the relative degree, if any, to which the Securities of the
series shall be senior to or be subordinated to other series of Securities in
right of payment, whether such other series of Securities are Outstanding or
not; and

         (t)      any other terms of the Securities of such series (which terms
shall not be inconsistent with the provisions of this Indenture).

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided herein or in
or pursuant to such Board Resolution and set forth in such Officers' Certificate
or in any such indenture supplemental hereto.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

         Section 302       Denominations.

         The Securities of each series shall be in registered form without
coupons and shall be issuable in denominations of $25 and any integral multiple
thereof, unless otherwise specified as contemplated by Section 301.

         Section 303       Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by both (a)
its Chairman or its Vice Chairman or its President or one of its Vice Presidents
and (b) by its Treasurer or its Secretary or any Assistant Secretary under its
corporate seal reproduced or impressed thereon, which may, but need not be,
attested. The signature of any of these officers on the Securities may be manual
or facsimile.

         Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of

                                       29

<PAGE>

such Securities. At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities executed by the
Company to the Trustee for authentication. Securities may be authenticated on
original issuance from time to time and delivered pursuant to such procedures
acceptable to the Trustee ("Procedures") as may be specified from time to time
by Company Order. Procedures may authorize authentication and delivery pursuant
to oral instructions of the Company or a duly authorized agent, which
instructions shall be promptly confirmed in writing.

         Prior to the delivery of a Security in any such form to the Trustee for
authentication, the Company shall deliver to the Trustee the following:

         (a)      A Company Order requesting the Trustee's authentication and
delivery of all or a portion of the Securities of such series, and if less than
all, setting forth procedures for such authentication;

         (b)      The Board Resolution by or pursuant to which such form of
Security has been approved, and the Board Resolution, if any, by or pursuant to
which the terms of the Securities of such series have been approved, and, if
pursuant to a Board Resolution, an Officers' Certificate describing the action
taken;

         (c)      An Officers' Certificate dated the date such certificate is
delivered to the Trustee, stating that all conditions precedent provided for in
this Indenture relating to the authentication and delivery of Securities in such
form and with such terms have been complied with; and

         (d)      An Opinion of Counsel stating that (i) the form of such
Securities has been duly authorized and approved in conformity with the
provisions of this Indenture; (ii) the terms of such Securities have been duly
authorized and determined in conformity with the provisions of this Indenture,
or, if such terms are to be determined pursuant to Procedures, when so
determined such terms shall have been duly authorized and determined in
conformity with the provisions of this Indenture; and (iii) Securities in such
form when completed by appropriate insertions and executed and delivered by the
Company to the Trustee for authentication in accordance with this Indenture,
authenticated and delivered by the Trustee in accordance with this Indenture
within the authorization as to aggregate principal amount established from time
to time by the Board of Directors and sold in the manner specified in such
opinion of Counsel, will be the legal, valid and binding obligations of the
Company entitled to the benefits of this Indenture, subject to applicable
bankruptcy, reorganization, insolvency and similar laws generally affecting
creditors' rights, to general equitable principles except as enforcement thereof
may be limited by (A) requirements that a claim with respect to any Securities
denominated other than in Dollars (or a Foreign Currency or currency unit
judgment in respect of such claim) be converted into Dollars at a rate of
exchange prevailing on a date determined pursuant to applicable law or (B)
governmental authority to limit, delay or

                                       30

<PAGE>

prohibit the making of payments in Foreign Currencies or currency units or
payments outside the United States and subject to such other qualifications as
such counsel shall conclude do not materially affect the rights of Holders of
such Securities; provided, however, that the Trustee shall be entitled to
receive the documents referred to in Clauses (b), (c) and (d) above only at or
prior to the first request of the Company to the Trustee to authenticate
Securities of such series.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
officers, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder.

         Section 304       Temporary Securities.

         Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any denomination, substantially of the
tenor of the definitive Securities of such series in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as evidenced
by their execution of such Securities.

         If temporary Securities of any series are issued, the Company will
cause definitive Securities of such series to be prepared without unreasonable
delay. After the preparation of definitive Securities, the temporary Securities
shall be exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for that purpose
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations having the
same Original Issue Date and Stated Maturity and having the same terms as such
temporary Securities. Until so exchanged, the temporary Securities shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities.

         Section 305       Registration, Transfer and Exchange.

         The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities.

                                       31

<PAGE>

Such register is herein sometimes referred to as the "Securities Register." The
Trustee is hereby appointed "Securities Registrar" for the purpose of
registering Securities and transfers of Securities as herein provided.

         Upon surrender for registration of transfer of any Security at the
office or agency of the Company designated for that purpose the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of the same
series of any authorized denominations, of a like aggregate principal amount, of
the same original Issue Date and Stated Maturity and having the same terms.

         At the option of the Holder, Securities may be exchanged for other
Securities of the same series of any authorized denominations, of a like
aggregate principal amount, of the same Original Issue Date and Stated Maturity
and having the same terms, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

         All Securities issued upon any transfer or exchange of Securities shall
be the valid obligations of the Company, evidencing the same debt, and entitled
to the same benefits under this Indenture, as the Securities surrendered upon
such transfer or exchange.

         Every Security presented or surrendered for registration, transfer or
exchange shall (if so required by the Company or the Securities Registrar) be
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing.

         No service charge shall be made to a Holder for any transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Securities.

         Notwithstanding any of the foregoing, any Global Security of a series
shall be exchangeable pursuant to this Section 305 for Securities registered in
the names of Persons other than the Depositary for such Security or its nominee
only if (i) such Depositary notifies the Company that it is unwilling or unable
to continue as Depositary for such Global Security or if at any time such
Depositary ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, (ii) the Company executes and delivers to the
Trustee a Company Order that such Global Security shall be so exchangeable or
(iii) there shall have occurred and be continuing an Event of Default with
respect to the Securities of such series. Any Global Security that is
exchangeable

                                       32

<PAGE>

pursuant to the preceding sentence shall be exchangeable for Securities
registered in such names as such Depositary shall direct.

         Notwithstanding any other provision in this Indenture, a Global
Security may not be transferred except as a whole by the Depositary with respect
to such Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary.

         Neither the Company nor the Trustee shall be required, pursuant to the
provisions of this Section, (a) to issue, transfer or exchange any Security of
any series during a period beginning at the opening of business 15 days before
the day of selection for redemption of Securities pursuant to Article Eleven and
ending at the close of business on the day of mailing of notice of redemption or
(b) to transfer or exchange any Security so selected for redemption in whole or
in part, except, in the case of any Security to be redeemed in part, any portion
thereof not to be redeemed.

         Section 306       Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee together with
such security or indemnity as may be required by the Company or the Trustee to
save each of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same issue
and series of like tenor and principal amount, having the same Original Issue
Date and Stated Maturity and bearing the same Interest Rate as such mutilated
Security, and bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security, and (ii) such security or indemnity as may be required by them to save
each of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the
issuing Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same issue and series of like tenor and
principal amount, having the same Original Issue Date and Stated Maturity and
bearing the same Interest Rate as such destroyed, lost or stolen Security, and
bearing a number not contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

         Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge

                                       33

<PAGE>

that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith.

         Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.

         The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

         Section 307       Payment of Interest; Interest Rights Preserved.

         Interest on any Security of any series which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date, shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest in respect of Securities of such series, except that, unless
otherwise provided in the Securities of such series, interest payable on the
Stated Maturity of a Security shall be paid to the Person to whom principal is
paid. The initial payment of interest on any Security of any series which is
issued between a Regular Record Date and the related Interest Payment Date shall
be payable as provided in such Security or in the Board Resolution pursuant to
Section 301 with respect to the related series of Securities.

         Any interest on any Security which is payable, but is not timely paid
or duly provided for, on any Interest Payment Date for Securities of such series
(herein called "Defaulted Interest"), shall forthwith cease to be payable to the
registered Holder on the relevant Regular Record Date by virtue of having been
such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in Clause (1) or (2) below:

                  (1)      The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Securities of such
         series in respect of which interest is in default (or their respective
         Predecessor Securities) are registered at the close of business on a
         Special Record Date for the payment of such Defaulted Interest, which
         shall be fixed in the following manner. The Company shall notify the
         Trustee in writing of the amount of Defaulted Interest proposed to be
         paid on each Security and the date of the proposed payment, and at the
         same time the Company shall deposit with the Trustee an amount of money
         equal to the aggregate amount proposed to be paid in respect of such
         Defaulted Interest or shall make arrangements satisfactory to the
         Trustee for such deposit

                                       34

<PAGE>

         prior to the date of the proposed payment, such money when deposited to
         be held in trust for the benefit of the Persons entitled to such
         Defaulted Interest as in this Clause provided. Thereupon the Trustee
         shall fix a Special Record Date for the payment of such Defaulted
         Interest which shall be not more than 15 days and not less than 10 days
         prior to the date of the proposed payment and not less than 10 days
         after the receipt by the Trustee of the notice of the proposed payment.
         The Trustee shall promptly notify the Company of such Special Record
         Date and, in the name and at the expense of the Company, shall cause
         notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor to be mailed, first class, postage
         prepaid, to each Holder of a Security of such series at the address of
         such Holder as it appears in the Securities Register not less than 10
         days prior to such Special Record Date. The Trustee may, in its
         discretion, in the name and at the expense of the Company, cause a
         similar notice to be published at least once in a newspaper,
         customarily published in the English language on each Business Day and
         of general circulation in the Borough of Manhattan, The City of New
         York, but such publication shall not be a condition precedent to the
         establishment of such Special Record Date. Notice of the proposed
         payment of such Defaulted Interest and the Special Record Date therefor
         having been mailed as aforesaid, such Defaulted Interest shall be paid
         to the Persons in whose names the Securities of such series (or their
         respective Predecessor Securities) are registered on such Special
         Record Date and shall no longer be payable pursuant to the following
         Clause (2).

                  (2)      The Company may make payment of any Defaulted
         Interest in any other lawful manner not inconsistent with the
         requirements of any securities exchange on which the Securities of the
         series in respect of which interest is in default may be listed and,
         upon such notice as may be required by such exchange (or by the Trustee
         if the Securities are not listed), if, after notice given by the
         Company to the Trustee of the proposed payment pursuant to this Clause,
         such payment shall be deemed practicable by the Trustee.

         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

         Section 308       Persons Deemed Owners.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name any Security is registered as the owner of
such Security for the purpose of receiving payment of principal of and (subject
to Section 307) interest on such Security and for all other purposes whatsoever,
whether or not such Security be overdue,

                                       35

<PAGE>

and neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

         Section 309       Cancellation.

         All Securities surrendered for payment, redemption, transfer or
exchange or for credit against any payment in respect of a sinking or analogous
fund, or for conversion shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee, and any such Securities and Securities
surrendered directly to the Trustee for any such purpose shall be promptly
canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. All canceled
Securities shall be destroyed by the Trustee and the Trustee shall deliver to
the Company a certificate of such destruction.

         Section 310       Computation of Interest.

         Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months and interest on
the Securities of each series for any partial period shall be computed on the
basis of the number of days elapsed in a 360-day year of twelve 30-day months.

         Section 311       Deferrals of Interest Payment Dates.

         If specified as contemplated by Section 301 with respect to the
Securities of a particular series, the Company shall have the right, at any time
during the term of such series, from time to time to extend the interest payment
period for such Securities for such period or periods as may be specified as
contemplated by Section 301 (each, an "Extension Period") during which periods
the Company shall have the right to make partial payments of interest on any
Interest Payment Date, and at the end of such Extension Period the Company shall
pay all interest then accrued and unpaid thereon (together with Additional
Interest thereon, if any, at the rate specified for the Securities of such
series to the extent permitted by applicable law), provided, however, that
during any such Extension Period, the Company shall not, and shall cause any
Subsidiary not to, (i) declare or pay any dividends or distributions on, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
the Company's capital stock, or (ii) make any payment of principal, interest or
premium, if any, on or repay, repurchase or redeem any debt securities that rank
pari passu with or junior in interest to the Securities of such series or make
any guarantee payments with respect to the foregoing (other than (a) dividends
or distributions in common stock of the Company (b) redemptions or

                                       36

<PAGE>

purchases of any rights pursuant to the Company's Rights Plan, or any successor
to such Rights Plan, and the declaration of a dividend of such rights in the
future, and (c) payments under any Chubb Guarantee). Prior to the termination of
any such Extension Period, the Company may further extend the interest payment
period, provided that such Extension Period together with all such previous and
further extensions of such Extension Period shall not exceed the period or
periods so specified or extend beyond the Maturity of such Securities. Upon
termination of any Extension Period and upon the payment of all accrued and
unpaid interest and any Additional Interest then due, the Company may select a
new Extension Period, subject to the above requirements. No interest shall be
due and payable during an Extension Period, except at the end thereof. The
Company shall give the Holders of the Securities of such series and the Trustee
notice of its selection of such Extension Period at least one Business Day prior
to the Interest Payment Date or, with respect to the Securities of a series
issued to a Chubb Trust, prior to the earlier of (i) the date the Distributions
on the Preferred Securities of such Chubb Trust are payable or (ii) the date the
Administrative Trustees of such Chubb Trust are required to give notice to the
New York Stock Exchange or other applicable self-regulatory organization or to
holders of such Preferred Securities of the record date or the date such
Distributions are payable, but in any event not less than one Business Day prior
to such record date.

         The Trustee shall promptly give notice of the Company's selection of
such Extension Period to the Holders of the outstanding Securities of such
series.

         Section 312       Right of Set-Off.

         With respect to the Securities of a series issued to a Chubb Trust,
notwithstanding anything to the contrary in the Indenture, the Company shall
have the right to set-off any payment it is otherwise required to make
thereunder in respect of any such Security to the extent the Company has
theretofore made, or is concurrently on the date of such payment making, a
payment under the Chubb Guarantee relating to such Security or a payment to any
holder of a corresponding series of Preferred Securities in connection with a
suit instituted pursuant to Section 508.

         Section 313       Agreed Tax Treatment.

         Each Security issued hereunder shall provide that the Company and, by
its acceptance of a Security or a beneficial interest therein, the Holder of,
and any Person that acquires a beneficial interest in, such Security agree that
for United States Federal, state and local tax purposes it is intended that such
Security constitute indebtedness.

                                       37

<PAGE>

         Section 314       Extension of Stated Maturity; Adjustment of Stated
Maturity Upon an Exchange.

         If specified as contemplated by Section 202 with respect to the
Securities of a particular series, the Company shall have the right to (a)
change the Maturity Date of the Securities of such series upon the liquidation
of a Chubb Trust and the exchange of such Securities for the Preferred
Securities of such Chubb Trust and (b) extend the Stated Maturity for the
Securities of such series; provided, that at the time any election to extend the
Maturity Date is made and at the time of such extension, (i) the Company is not
in bankruptcy, otherwise insolvent or in liquidation, (ii) the Company is not in
default in the payment of any interest or principal on the Securities of such
series and no deferred interest payments thereon have accrued, (iii) the
applicable Chubb Trust is not in arrears on payments of distributions on its
Preferred Securities and no deferred distributions thereon are accumulated, (iv)
the Securities are rated not less than BBB- by Standard & Poor's Ratings
Services or Baa3 by Moody's Investors Service, Inc. or the equivalent by any
other nationally recognized statistical rating organization and (v) the extended
Stated Maturity is no later than the 49th anniversary of the initial issuance of
the Preferred Securities of the applicable Chubb Trust; provided, further, that,
if the Company exercises its right to liquidate the Chubb Trust and exchange the
Securities of such series for the Preferred Securities of such Chubb Trust as
specified in clause (a) above, any changed Stated Maturity of the Securities of
such series shall be no earlier than the date that is five years after the
issuance of the Preferred Securities and no later than the date 30 years (plus
an extended term of up to an additional 19 years if the above-referenced
conditions are satisfied) after the date of the initial issuance of the
Preferred Securities of the applicable Chubb Trust.

         Section 315       CUSIP Numbers.

         The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers.

                                       38

<PAGE>

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

         Section 401       Satisfaction and Discharge of Indenture.

         This Indenture shall cease to be of further effect (except as to (i)
any surviving rights of transfer, substitution and exchange of Securities, (ii)
rights hereunder of Holders to receive payments of principal of (and premium, if
any) and interest on the Securities and other rights, duties and obligations of
the Holders as beneficiaries hereof with respect to the amounts, if any, so
deposited with the Trustee and (iii) the rights and obligations of the Trustee
hereunder), and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when

                  (1)      either

                           (A)      all Securities theretofore authenticated and
                  delivered (other than (i) Securities which have been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section 306 and (ii) Securities for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Company and thereafter
                  repaid to the Company or discharged from such trust, as
                  provided in Section 1003) have been delivered to the Trustee
                  for cancellation; or

                           (B)      all such Securities not theretofore
                  delivered to the Trustee for cancellation

                                    (i)      have become due and payable, or

                                    (ii)     will become due and payable at
                           their Stated Maturity within one year of the date of
                           deposit, or

                                    (iii)    are to be called for redemption
                           within one year under arrangements satisfactory to
                           the Trustee for the giving of such notice of
                           redemption, and the Company, in the case of (i), (ii)
                           or (iii) above, has deposited or caused to be
                           deposited with the Trustee as trust funds in trust
                           for such purpose an amount in the currency or
                           currencies in which the Securities of such series are
                           payable sufficient to pay and discharge the entire
                           indebtedness on such Securities not theretofore
                           delivered to the Trustee for cancellation, for
                           principal (and premium, if any) and interest
                           (including any Additional Interest) to the date of
                           such deposit (in

                                       39

<PAGE>

                           the case of Securities which have become due and
                           payable) or to the Stated Maturity;

                  (2)      the Company has paid or caused to be paid all other
         sums payable hereunder by the Company; and

                  (3)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture have been complied with.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

         Section 402       Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 or money or Government
Obligations deposited with the Trustee pursuant to Section 403, or received by
the Trustee in respect of Government Obligations deposited with the Trustee
pursuant to Section 403, shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest for whose payment such money or
obligations have been deposited with or received by the Trustee; provided,
however, such moneys need not be segregated from other funds except to the
extent required by law.

         Section 403       Satisfaction, Discharge and Defeasance of Securities
of Any Series.

         Unless otherwise provided in the applicable supplemental indenture or
Board Resolution adopted pursuant to Section 301 establishing the terms of the
Securities of any series, the Company shall be deemed to have paid and
discharged the entire indebtedness on all the Outstanding Securities of any such
series and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of such indebtedness, when

                  (1)      with respect to all Outstanding Securities of such
         series,

                           (A)      the Company has irrevocably deposited or
                  caused to be irrevocably deposited with the Trustee as trust
                  funds in trust for such

                                       40

<PAGE>

                  purpose money in an amount sufficient to pay and discharge the
                  entire indebtedness on all Outstanding Securities of such
                  series for principal (and premium, if any) and interest
                  (including any Additional Interest) to the Stated Maturity or
                  any Redemption Date as contemplated by the penultimate
                  paragraph of this Section 403, as the case may be; or

                           (B)      the Company has irrevocably deposited or
                  caused to be irrevocably deposited with the Trustee as
                  obligations in trust for such purpose (i) an amount of
                  Government Obligations as will, or (ii) a combination of money
                  and Government Obligations as will, in the written opinion of
                  independent public accountants delivered to the Trustee,
                  together with predetermined and certain income to accrue
                  thereon, without consideration of any reinvestment thereof, be
                  sufficient to pay and discharge when due the entire
                  indebtedness on all Outstanding Securities of such series for
                  principal (and premium, if any) and interest (including any
                  Additional Interest) to the Stated Maturity or any Redemption
                  Date as contemplated by the penultimate paragraph of this
                  Section 403, as the case may be; and

                  (2)      the Company has paid or caused to be paid all other
         sums payable with respect to the Outstanding Securities of such series;
         and

                  (3)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of the entire indebtedness on all Outstanding Securities of
         any such series have been complied with.

         Any deposits with the Trustee referred to in Section 403(1) above shall
be irrevocable and shall be made under the terms of an escrow trust agreement in
form and substance reasonably satisfactory to the Trustee. If any Outstanding
Securities of such series are to be redeemed prior to their Stated Maturity,
whether pursuant to any optional redemption provisions or in accordance with any
mandatory sinking fund requirement, the applicable escrow trust agreement shall
provide therefor and the Company shall make such arrangements as are
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company. If the Securities of
such series are not to become due and payable at their Stated Maturity or upon
call for redemption within one year of the date of deposit, then the Company
shall give, not later than the date of such deposit, notice of such deposit to
the Holders of Securities of such series.

         Upon the satisfaction of the conditions set forth in this Section with
respect to all the Outstanding Securities of any series, the terms and
conditions of such series, including the terms and conditions with respect
thereto set forth in this Indenture, shall no

                                       41

<PAGE>

longer be binding upon, or applicable to, the Company; provided, that the
Company shall not be discharged from any payment obligations in respect of
Securities of such series which are deemed not to be Outstanding under clause
(iii) of the definition thereof if such obligations continue to be valid
obligations of the Company under applicable law.

                                  ARTICLE FIVE

                                    REMEDIES

         Section 501       Events of Default.

         "Event of Default", wherever used herein with respect to the Securities
of any series, means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

                  (1)      default in the payment of any installment of interest
         upon any of the Securities of such series, including any Additional
         Interest in respect thereof, as and when the same shall become due and
         payable, and continuance of such default for a period of 30 days; or

                  (2)      default in the payment of all or any part of the
         principal of (or premium, if any, on) any of the Securities of such
         series as and when the same shall become due and payable either at
         maturity, upon redemption, by declaration or otherwise; or

                  (3)      default in the payment of any sinking fund
         installment as and when the same shall become due and payable by the
         terms of the Securities of such series; or

                  (4)      default in the performance, or breach, of any
         covenant or warranty of the Company in respect of the Securities of
         such series (other than a covenant or warranty in respect of the
         Securities of such series a default in whose performance or whose
         breach is elsewhere in this Section specifically dealt with), and
         continuance of such default or breach for a period of 90 days after
         there has been given, by registered or certified mail, to the Company
         by the Trustee or to the Company and the Trustee by the Holders of at
         least 25% in principal amount of the Outstanding Securities of all
         series affected thereby, a written notice specifying such default or
         breach and requiring it to be remedied and stating that such notice is
         a "Notice of Default" hereunder; or

                  (5)      a court having jurisdiction in the premises shall
         enter a decree or order for relief in respect of the Company in an
         involuntary case under any

                                       42

<PAGE>

         applicable bankruptcy, insolvency, reorganization or other similar law
         now or hereafter in effect, or a decree or order adjudging the Company
         a bankrupt or insolvent, or approving as properly filed a petition
         seeking reorganization assignment, adjustment or composition of, as in
         respect of, the Company under any applicable federal or state law or
         appointing a receiver, liquidator, assignee, custodian, trustee or
         sequestrator (or similar official) of the Company or for any
         substantial part of its property or ordering the winding up or
         liquidation of its affairs, and such decree or order shall remain
         unstayed and in effect for a period of 60 consecutive days; or

                  (6)      the Company shall commence a voluntary case under any
         applicable bankruptcy, insolvency, reorganization or other similar law
         now or hereafter in effect or any other case to be adjudicated a
         bankrupt or insolvent, or consent to the filing of such petition or to
         the entry of an order for relief in an involuntary case under any such
         law or to the commencement of any bankruptcy or insolvency proceeding
         against it, or the filing by it of a petition or answer or consent
         seeking reorganization or relief under any applicable state or federal
         law, or consent to the filing of such petition or the appointment of or
         taking possession by a receiver, liquidator, assignee, custodian,
         trustee or sequestrator (or similar official) of the Company or for any
         substantial part of its property, or make any general assignment for
         the benefit of creditors, or the admission by it in writing of its
         inability to pay its debts generally as they become due, or the taking
         of corporate action in furtherance of such bankruptcy; or

                  (7)      any other Event of Default established pursuant to
         Section 301 for the Securities for such series.

         Section 502       Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default described in clauses (1), (2), (3), (4) or (7)
above (if the Event of Default under clause (4) is with respect to less than all
series of Securities then Outstanding) occurs and is continuing, then, and in
each and every such case, unless the principal of all of the Outstanding
Securities of that series shall have already become due and payable, either the
Trustee or the holders of not less than 25% in aggregate principal amount of the
Securities of such series then Outstanding hereunder (each such series voting as
a separate class) by notice in writing to the Issuer (and to the Trustee if
given by Securityholders), may declare the entire principal (or, if the
Securities of such series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of such series) of all
Securities of such series and the interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration the same shall become
immediately due and payable, provided that the payment of principal and interest
(including any Additional Interest) on such Securities shall remain subordinated
to the extent provided in Article Thirteen, and further provided

                                       43

<PAGE>

that, in the case of the Securities of a series issued to a Chubb Trust, if upon
an Event of Default, the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series fail to declare
the principal amount of all the Securities of that series to be immediately due
and payable, the holders of at least 25% in aggregate liquidation amount of the
corresponding series of Preferred Securities then outstanding shall have such
right by a notice in writing to the Company and the Trustee.

         If an Event of Default described in clause (4) (if the Event of Default
under clause (4) is with respect to all series of Securities then Outstanding),
(5) or (6) occurs and is continuing, then and in each and every such case,
unless the principal of all the Securities shall have already become due and
payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of all the Securities then Outstanding hereunder (treated as
one class), by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if any Securities are
Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof) of all the Securities then outstanding and
interest accrued thereon, if any, to be due and payable immediately, and upon
any such declaration the same shall become immediately due and payable, provided
that the payment of principal and interest (including any Additional Interest)
on such Securities shall remain subordinated to the extent provided in Article
Thirteen, and further provided that, in the case of the Securities of a series
issued to a Chubb Trust, if upon an Event of Default, the Trustee or the Holders
of not less than 25% in principal amount of the Outstanding Securities of that
series fail to declare the principal amount of all the Securities of that series
to be immediately due and payable, the holders of at least 25% in aggregate
liquidation amount of the corresponding series of Preferred Securities then
outstanding shall have such right by a notice in writing to the Company and the
Trustee.

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if:

                  (1)      the Company has paid or deposited with the Trustee a
         sum sufficient to pay

                           (A)      all overdue installments of interest
                  (including any Additional Interest) on all Securities of that
                  series,

                           (B)      the principal of (and premium, if any, on)
                  any Securities of that series which have become due otherwise
                  than by such declaration of acceleration and interest thereon
                  at the rate borne by the Securities,

                                       44

<PAGE>

                           (C)      to the extent that payment of such interest
                  is lawful, interest upon overdue installments of interest at
                  the rate borne by the Securities, and

                           (D)      all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel; and

                  (2)      all Events of Default with respect to Securities of
         that series, other than the non-payment of the principal of Securities
         of that series which has become due solely by such acceleration, have
         been cured or waived as provided in Section 513.

         No such rescission shall affect any subsequent default or impair any
right consequent thereon.

         Upon receipt by the Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, with respect to Securities of
a series all or part of which is represented by a Global Security, a record date
shall be established for determining Holders of Outstanding Securities of such
series entitled to join in such notice, which record date shall be at the close
of business on the day the Trustee receives such notice. The Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such notice, whether or not such Holders remain Holders
after such record date; provided, that, unless such declaration of acceleration,
or rescission and annulment, as the case may be, shall have become effective by
virtue of the requisite percentage having joined in such notice prior to the day
which is 90 days after such record date, such notice of declaration of
acceleration, or rescission and annulment, as the case may be, shall
automatically and without further action by any Holder be canceled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of such 90-day period, a new written
notice of declaration of acceleration, or rescission and annulment thereof, as
the case may be, that is identical to a written notice which has been canceled
pursuant to the proviso to the preceding sentence, in which event a new record
date shall be established pursuant to the provisions of this Section 502.

         Section 503       Collection of Indebtedness and Suits for Enforcement
by Trustee.

         The Company covenants that if:

                  (1)      default is made in the payment of any installment of
         interest (including any Additional Interest) on any Security when such
         interest becomes due and payable and such default continues for a
         period of 30 days, or

                                       45

<PAGE>

                  (2)      default is made in the payment of the principal of
         (and premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal, including any sinking fund payment or analogous
obligations (and premium, if any) and interest (including any Additional
Interest), including, to the extent that payment of such interest shall be
lawful, interest on any overdue principal (and premium if any) and on any
overdue installments of interest (including any Additional Interest) at the rate
borne by the Securities; and, in addition thereto, all amounts owing the Trustee
under Section 607.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities, wherever
situated.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

         Section 504       Trustee May File Proofs of Claim.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors,

         (a)      the Trustee (irrespective of whether the principal of the
Securities of any series shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal (and
premium, if any) or interest (including any Additional Interest)) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

                                       46

<PAGE>

                                    (i)      to file and prove a claim for the
                           whole amount of principal (and premium, if any) and
                           interest (including any Additional Interest) owing
                           and unpaid in respect to the Securities and to file
                           such other papers or documents as may be necessary or
                           advisable and to take any and all actions as are
                           authorized under the Trust Indenture Act in order to
                           have the claims of the Holders and any predecessor to
                           the Trustee under Section 607 and of the Holders
                           allowed in any such judicial proceedings; and

                                    (ii)     and in particular, the Trustee
                           shall be authorized to collect and receive any moneys
                           or other property payable or deliverable on any such
                           claims and to distribute the same in accordance with
                           Section 506; and

         (b)      any custodian, receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee for
distribution in accordance with Section 506, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it and any predecessor Trustee under Section 607.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

         Section 505       Trustee May Enforce Claim Without Possession of
Securities.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of all the amounts owing the Trustee and any
predecessor Trustee under Section 607, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

         Section 506       Application of Money Collected.

         Any money or property collected or to be applied by the Trustee with
respect to a series of Securities pursuant to this Article shall be applied in
the following order, at the date or dates fixed by the Trustee and, in case of
the distribution of such money or

                                       47

<PAGE>

property on account of principal (or premium, if any) or interest (including any
Additional Interest), upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

         FIRST: To the payment of all amounts due the Trustee and any
predecessor Trustee under Section 607;

         SECOND: In case the principal of the Securities of such series in
respect of which such money has been collected shall not have become and be then
due and payable, to the payment of the interest (including any Additional
Interest) on the Securities in order of the maturity of the installments of such
interest, ratably, according to the amounts due and payable on such series of
Securities for such interest;

         THIRD: In case the principal of the Securities of such series in
respect of which such money has been collected shall have become and shall be
then due and payable, to the payment of the amounts then due and unpaid upon
such series of Securities for principal (and premium, if any) and interest
(including any Additional Interest), in respect of which or for the benefit of
which such money has been collected, ratably, without preference or priority of
any kind, according to the amounts due and payable on such series of Securities
for principal (and premium, if any) and interest (including any Additional
Interest), respectively; and

         FOURTH: The balance, if any, to the Company or any other Person or
Persons entitled thereto.

         Section 507       Limitation on Suits.

         No Holder of any Securities of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture
or for the appointment of a receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) or for any other remedy hereunder,
unless:

                  (1)      such Holder has previously given written notice to
         the Trustee of a continuing Event of Default with respect to the
         Securities of that series;

                  (2)      the Holders of not less than 25% in principal amount
         of the Outstanding Securities of that series shall have made written
         request to the Trustee to institute proceedings in respect of such
         Event of Default in its own name as Trustee hereunder;

                  (3)      such Holder or Holders have offered to the Trustee
         reasonable indemnity against the costs, expenses and liabilities to be
         incurred in compliance with such request;

                                       48

<PAGE>

                  (4)      the Trustee for 60 days after its receipt of such
         notice, request and offer of indemnity has failed to institute any such
         proceeding; and

                  (5)      no direction inconsistent with such written request
         has been given to the Trustee during such 60-day period by the Holders
         of a majority in principal amount of the Outstanding Securities of that
         series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Securities, or to obtain or to seek to obtain priority or preference
over any other of such Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of
all such Holders.

         Section 508       Unconditional Right of Holders to Receive Principal,
Premium and Interest.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right which is absolute and unconditional to receive
payment of the principal of (and premium, if any) and (subject to Section 307)
interest (including any Additional Interest) on such Security on the respective
Stated Maturities expressed in such Security and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Holder. In the case of Securities of a series issued to a
Chubb Trust, any holder of the corresponding series of Preferred Securities
shall have the right upon the occurrence of an Event of Default described in
Section 501(1) or 501(2) hereof, to institute a suit directly against the
Company for enforcement of payment to such Holder of principal of (premium, if
any) and (subject to Section 307) interest (including any Additional Interest)
on the Securities having a principal amount equal to the aggregate liquidation
preference of the Preferred Securities of the corresponding series held by such
Holder.

         Section 509       Restoration of Rights and Remedies.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case the Company, the
Trustee and the Holders shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

                                       49

<PAGE>

         Section 510       Rights and Remedies Cumulative.

         Except as otherwise provided in the last paragraph of Section 507, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

         Section 511       Delay or Omission Not Waiver.

         Except as otherwise provided in the last paragraph of Section 507, no
delay or omission of the Trustee or of any Holder of any Security to exercise
any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein.

         Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.

         Section 512       Control by Holders.

         The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that:

                  (1)      such direction shall not be in conflict with any rule
         of law or with this Indenture,

                  (2)      the Trustee may take any other action deemed proper
         by the Trustee which is not inconsistent with such direction, and

                  (3)      subject to the provisions of Section 601, the Trustee
         shall have the right to decline to follow such direction if the Trustee
         in good faith shall, by a Responsible Officer or Officers of the
         Trustee, determine that the proceeding so directed would be unjustly
         prejudicial to the Holders not joining in any such direction or would
         involve the Trustee in personal liability.

         Upon receipt by the Trustee of any written notice directing the time,
method or place of conducting any such proceeding or exercising any such trust
or power, with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such

                                       50

<PAGE>

series entitled to join in such notice, which record date shall be at the close
of business on the day the Trustee receives such notice. The Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such notice, whether or not such Holders remain Holders
after such record date; provided, that, unless the Holders of a majority in
principal amount of the Outstanding Securities of such series shall have joined
in such notice prior to the day which is 90 days after such record date, such
notice shall automatically and without further action by any Holder be canceled
and of no further effect. Nothing in this paragraph shall prevent a Holder, or a
proxy of a Holder, from giving, after expiration of such 90-day period, a new
notice identical to a notice which has been canceled pursuant to the proviso to
the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 512.

         Section 513       Waiver of Past Defaults.

         Prior to the declaration of the acceleration of the maturity of the
Securities of any series as provided in Section 502, the Holders of not less
than a majority in principal amount of the Outstanding Securities of any series
may on behalf of the Holders of all the Securities of such series waive any past
default described in clause (c) of Section 501 (or, in the case of an event
specified in clause (d) of Section 5.1 which relates to less than all series of
Securities then outstanding, the Holders of a majority in aggregate principal
amount of the Outstanding Securities effected thereby (each series voting as a
separate class)) may waive any such default, or in the case of an event
specified in clause (d) (if the event of default under clause (d) relates to all
series of Outstanding Securities), (e) or (f) of Section 501 the Holders of a
majority in principal amount of all Outstanding Securities (voting as one class)
may waive any such default) hereunder with respect to such series and its
consequences, except a default:

                  (1)      in the payment of the principal of (or premium, if
         any) or interest (including any Additional Interest) or sinking fund
         installment on any Security of such series, or

                  (2)      in respect of a covenant or provision hereof which
         under Article Nine cannot be modified or amended without the consent of
         the Holder of each Outstanding Security of such series affected.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

                                       51

<PAGE>

         Section 514       Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities of
any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest (including any
Additional Interest) on any Security on or after the respective Stated
Maturities expressed in such Security.

         Section 515       Waiver of Stay or Extension Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                   ARTICLE SIX

                                   THE TRUSTEE

         Section 601       Certain Duties and Responsibilities.

         (a)      Except during the continuance of an Event of Default,

                  (1)      the Trustee undertakes to perform such duties and
         only such duties as are specifically set forth in this Indenture, and
         no implied covenants or obligations shall be read into this Indenture
         against the Trustee; and

                  (2)      in the absence of bad faith on its part, the Trustee
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture; but in the case of any such

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<PAGE>

         certificates or opinions which by any provisions hereof are
         specifically required to be furnished to the Trustee, the Trustee shall
         be under a duty to examine the same to determine whether or not they
         conform to the requirements of this Indenture.

         (b)      In case an Event of Default has occurred and is continuing,
the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his own affairs.

         (c)      No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct except that

                  (1)      this Subsection shall not be construed to limit the
         effect of Subsection (a) of this Section;

                  (2)      the Trustee shall not be liable for any error of
         judgment made in good faith by a Responsible Officer, unless it shall
         be proved that the Trustee was negligent in ascertaining the pertinent
         facts; and

                  (3)      the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in accordance
         with the direction of Holders pursuant to Section 512 relating to the
         time, method and place of conducting any proceeding for any remedy
         available to the Trustee, or exercising any trust or power conferred
         upon the Trustee, under this Indenture with respect to the Securities
         of such series.

         (d)      No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if there shall be reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

         (e)      Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

         Section 602       Notice of Defaults.

         Within 90 days after actual knowledge by a Responsible Officer of the
Trustee of the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit by mail to all Holders of
Securities of such series, as their names and addresses appear in the Securities
Register, notice of such default hereunder known to the Trustee, unless such
default shall have been cured or waived; provided, however,

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<PAGE>

that, except in the case of a default in the payment of the principal of (or
premium, if any) or interest (including any Additional Interest) on any Security
of such series, the Trustee shall be protected in withholding such notice if and
so long as the board of directors, the executive committee or a trust committee
of directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders of
Securities of such series; and provided, further, that, in the case of any
default of the character specified in Section 501(3), no such notice to Holders
of Securities of such series shall be given until at least 30 days after the
occurrence thereof. For the purpose of this Section, the term "default" means
any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to Securities of such series.

         Section 603       Certain Rights of Trustee.

         Subject to the provisions of Section 601:

         (a)      the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
Security or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;

         (b)      any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

         (c)      whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;

         (d)      the Trustee may consult with counsel and the advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;

         (e)      the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;

         (f)      the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice,

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<PAGE>

request, direction, consent, order, bond, indenture, Security or other paper or
document, but the Trustee in its discretion may make such inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney; and

         (g)      the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

         Section 604       Not Responsible for Recitals or Issuance of
Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the use
or application by the Company of the Securities or the proceeds thereof.

         Section 605       May Hold Securities.

         The Trustee, any Paying Agent, Securities Registrar or any other agent
of the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Paying Agent, Securities Registrar or such other agent.

         Section 606       Money Held in Trust.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

         Section 607       Compensation and Reimbursement.

         The Company agrees

                  (1)      to pay to the Trustee from time to time reasonable
         compensation for all services rendered by it hereunder in such amounts
         as the Company and the Trustee shall agree from time to time (which
         compensation shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

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<PAGE>

                  (2)      to reimburse the Trustee upon its request for all
         reasonable expenses, disbursements and advances incurred or made by the
         Trustee in accordance with any provision of this Indenture (including
         the reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence or bad faith; and

                  (3)      to indemnify the Trustee for, and to hold it harmless
         against, any loss, liability or expense (including the reasonable
         compensation and the expenses and disbursements of its agents and
         counsel) incurred without negligence or bad faith, arising out of or in
         connection with the acceptance or administration of this trust or the
         performance of its duties hereunder, including the costs and expenses
         of defending itself against any claim or liability in connection with
         the exercise or performance of any of its powers or duties hereunder.
         This indemnification shall survive the termination of this Agreement.

         To secure the Company's payment obligations in this Section, the
Company and the Holders agree that the Trustee shall have a lien prior to the
Securities on all money or property held or collected by the Trustee. Such lien
shall survive the satisfaction and discharge of this Indenture.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 501(4) or (5) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under the Bankruptcy Reform Act of 1978 or a successor statute.

         Section 608       Disqualification; Conflicting Interests.

         The Trustee for the Securities of any series issued hereunder shall be
subject to the provisions of Section 310(b) of the Trust Indenture Act. Nothing
herein shall prevent the Trustee from filing with the Commission the application
referred to in the second to last paragraph of Section 310(b) of the Trust
Indenture Act.

         Section 609       Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be

         (a)      a corporation organized and doing business under the laws of
the United States of America or of any State, Territory or the District of
Columbia, authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by Federal, State, Territorial or District
of Columbia authority, or

         (b)      a corporation or other Person organized and doing business
under the laws of a foreign government that is permitted to act as Trustee
pursuant to a rule, regulation

                                       56

<PAGE>

or order of the Commission, authorized under such laws to exercise corporate
trust powers, and subject to supervision or examination by authority of such
foreign government or a political subdivision thereof substantially equivalent
to supervision or examination applicable to United States institutional
trustees,

in either case having a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by Federal or State authority. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then,
for the purpose of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article. Neither the Company nor any Person directly or indirectly
controlling, controlled by or under common control with the Company shall serve
as Trustee for the Securities of any series issued hereunder.

         Section 610       Resignation and Removal; Appointment of Successor.

         (a)      No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 611.

         (b)      The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

         (c)      The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company.

         (d)      If at any time:

                  (1)      the Trustee shall fail to comply with Section 608
         after written request therefor by the Company or by any Holder who has
         been a bona fide Holder of a Security for at least six months, or

                  (2)      the Trustee shall cease to be eligible under Section
         609 and shall fail to resign after written request therefor by the
         Company or by any such Holder, or

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<PAGE>

                  (3)      the Trustee shall become incapable of acting or shall
         be adjudged a bankrupt or insolvent or a receiver of the Trustee or of
         its property shall be appointed or any public officer shall take charge
         or control of the Trustee or of its property or affairs for the purpose
         of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by Board Resolution may remove the
Trustee, or (ii) subject to Section 514, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

         (e)      If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee with respect to the
Securities of that or those series. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment, become
the successor Trustee with respect to the Securities of such series and
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a Security
for at least six months may, subject to Section 514, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

         (f)      The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid, to
the Holders of Securities of such series as their names and addresses appear in
the Securities Register. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

         Section 611       Acceptance of Appointment by Successor.

         (a)      In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or

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<PAGE>

conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder.

         (b)      In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts, and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.

         (c)      Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all rights, powers and trusts referred to
in paragraph (a) or (b) of this Section, as the case may be.

         (d)      No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

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         Section 612       Merger, Conversion, Consolidation or Succession to
Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated, and in case any
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor Trustee or in
the name of such successor Trustee, and in all cases the certificate of
authentication shall have the full force which it is provided anywhere in the
Securities or in this Indenture that the certificate of the Trustee shall have.

         Section 613       Preferential Collection of Claims Against Company.

         If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

         Section 614       Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof,
and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, or of any State, Territory or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section the

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<PAGE>

combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of an Authenticating Agent shall be the successor
Authenticating Agent hereunder, provided such corporation shall be otherwise
eligible under this Section, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provision of this Section.

         The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

         If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

         This is one of the Securities referred to in the within mentioned
Indenture.

                                    ______________________________

                                    ______________________________
                                    As Trustee

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<PAGE>

                                    By: __________________________
                                        As Authenticating Agent

                                    By: __________________________
                                        Authorized Officer

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         Section 701       Company to Furnish Trustee Names and Addresses of
Holders.

         The Company will furnish or cause to be furnished to the Trustee.

         (a)      semi-annually, not more than 15 days after February 15 and
August 15, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders as of such February 1 and August 1, and

         (b)      at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished, excluding from any such list names and addresses
received by the Trustee in its capacity as Securities Registrar.

         Section 702       Preservation of Information, Communications to
Holders.

         (a)      The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 701 and the names
and addresses of Holders received by the Trustee in its capacity as Securities
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

         (b)      The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided in the
Trust Indenture Act.

         (c)      Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of

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<PAGE>

information as to the names and addresses of the Holders made pursuant to the
Trust Indenture Act.

         Section 703       Reports by Trustee.

         (a)      The Trustee shall transmit to Holders such reports concerning
the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act, at the times and in the manner provided pursuant
thereto.

         (b)      Reports so required to be transmitted at stated intervals of
not more than 12 months shall be dated as of May 15 and transmitted no later
than July 15 in each calendar year, commencing with the first May 15 after the
first issuance of Securities under this Indenture.

         (c)      A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which the Securities are listed and also with the Commission. The Company will
notify the Trustee whenever the Securities are listed on any stock exchange.

         Section 704       Reports by Company.

         The Company shall file with the Trustee and with the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided in the Trust Indenture Act; provided that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
shall be filed with the Trustee within 15 days after the same is required to be
filed with the Commission. Notwithstanding that the Company may not be required
to remain subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company shall continue to file with the
Commission and provide the Trustee and Holders with the annual reports and the
information, documents and other reports which are specified in Sections 13 and
15(d) of the Securities Exchange Act of 1934. The Company also shall comply with
the other provisions of Trust Indenture Act Section 314(a).

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         Section 801       Company May Consolidate, Etc., Only on Certain Terms.

         The Company shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, and no Person shall consolidate with or merge into
the Company or convey,

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<PAGE>

transfer or lease its properties and assets substantially as an entirety to the
Company, unless:

                  (1)      in the case the Company is the surviving corporation
         or the Company shall consolidate with or merge into another corporation
         or convey, transfer or lease its properties and assets substantially as
         an entirety to any Person, the corporation formed by such consolidation
         or into which the Company is merged or the Person which acquires by
         conveyance or transfer, or which leases, the properties and assets of
         the Company substantially as an entirety shall be a corporation
         organized and existing under the laws of the United States of America
         or any State thereof or the District of Columbia, and shall expressly
         assume, by an indenture supplemental hereto, executed and delivered to
         the Trustee, in form satisfactory to the Trustee, the due and punctual
         payment of the principal of (and premium, if any) and interest
         (including any Additional Interest) on all the Securities and the
         performance of every covenant and condition of this Indenture on the
         part of the Company to be performed or observed;

                  (2)      immediately after giving effect to such transaction,
         no Event of Default, and no event of which, after notice or lapse of
         time, or both, would become an Event of Default, shall have occurred
         and be continuing;

                  (3)      in the case of the Securities of a series issued to a
         Chubb Trust, such consolidation, merger, conveyance, transfer or lease
         is permitted under the related Trust Agreement and Chubb Guarantee and
         does not give rise to any breach or violation of the related Trust
         Agreement or Chubb Guarantee; and

                  (4)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel each stating that such
         consolidation, merger, conveyance, transfer or lease and any such
         supplemental indenture complies with this Article and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with; and the Trustee, subject to Section 601, may
         rely upon such Officers' Certificate and Opinion of Counsel as
         conclusive evidence that such transaction complies with this Section
         801.

         Section 802       Successor Corporation Substituted.

         Upon any consolidation or merger by the Company with or into any other
corporation, or any conveyance, transfer or lease by the Company of its
properties and assets substantially as an entirety to any Person in accordance
with Section 801, the successor corporation formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation had been named as the

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<PAGE>

Company herein; and in the event of any such conveyance, transfer or lease the
Company shall be discharged from all obligations and covenants under the
Indenture and the Securities and may be dissolved and liquidated.

         Such successor corporation may cause to be signed, and may issue either
in its own name or in the name of the Company, any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor corporation
instead of the Company and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Securities which previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication pursuant to such
provisions and any Securities which such successor corporation thereafter shall
cause to be signed and delivered to the Trustee on its behalf for the purpose
pursuant to such provisions. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities had been issued at the date of the execution
hereof.

         In case of any such consolidation, merger, sale, conveyance or lease,
such changes in phraseology and form may be made in the Securities thereafter to
be issued as may be appropriate.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

         Section 901       Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

                  (1)      to evidence the succession of another Person to the
         Company, and the assumption by any such successor of the covenants of
         the Company herein and in the Securities contained; or

                  (2)      to convey, transfer, assign, mortgage or pledge any
         property to or with the Trustee as security for the Securities of one
         or more series or to surrender any right or power herein conferred upon
         the Company; or

                  (3)      to establish the form or terms of Securities of any
         series as permitted by Sections 201 or 301; or

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                  (4)      to add to the covenants of the Company for the
         benefit of the Holders of all or any series of Securities (and if such
         covenants are to be for the benefit of less than all series of
         Securities, stating that such covenants are expressly being included
         solely for the benefit of such series) or to surrender any right or
         power herein conferred upon the Company; or

                  (5)      to add any additional Events of Default; or

                  (6)      to change or eliminate any of the provisions of this
         Indenture, provided that any such change or elimination shall become
         effective only when there is no Security Outstanding of any series
         created prior to the execution of such supplemental indenture which is
         entitled to the benefit of such provision; or

                  (7)      to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein, or to make any other provisions with respect to matters or
         questions arising under this Indenture, provided that such action
         pursuant to this clause (7) shall not materially adversely affect the
         interest of the Holders of Securities of any series or, in the case of
         the Securities of a series issued to a Chubb Trust and for so long as
         any of the corresponding series of Preferred Securities shall remain
         outstanding, the holders of such Preferred Securities; or

                  (8)      to evidence and provide for the acceptance of
         appointment hereunder by a successor Trustee with respect to the
         Securities of one or more series and to add to or change any of the
         provisions of this Indenture as shall be necessary to provide for or
         facilitate the administration of the trusts hereunder by more than one
         Trustee, pursuant to the requirements of Section 611(b); or

                  (9)      to comply with the requirements of the Commission in
         order to effect or maintain the qualification of this Indenture under
         the Trust Indenture Act.

         Section 902       Supplemental Indentures with Consent of Holders.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

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<PAGE>

                  (1)      except to the extent permitted by Section 311 or as
         otherwise specified as contemplated by Section 301 with respect to the
         extension of the interest payment period of the Securities of any
         series, change the Stated Maturity of the principal of, or any
         installment of interest (including any Additional Interest) on, any
         Security, or reduce the principal amount thereof or the rate of
         interest thereon or reduce any premium payable upon the redemption
         thereof, or reduce the amount of principal of an Original Issue
         Discount Security that would be due and payable upon a declaration of
         acceleration of the Maturity thereof pursuant to Section 502, or change
         the place of payment where, or the coin or currency in which, any
         Security or interest thereon is payable, or impair the right to
         institute suit for the enforcement of any such payment on or after the
         Stated Maturity thereof (or, in the case of redemption, on or after the
         date fixed for redemption thereof), or

                  (2)      reduce the percentage in principal amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this Indenture, or

                  (3)      modify any of the provisions of this Section, Section
         513 or Section 1006, except to increase any such percentage or to
         provide that certain other provisions of this Indenture cannot be
         modified or waived without the consent of the Holder of each Security
         affected thereby; or

                  (4)      modify the provisions in Article Thirteen of this
         Indenture with respect to the subordination of Outstanding Securities
         of any series in a manner adverse to the Holders thereof; provided
         that, in the case of the Securities of a series issued to a Chubb
         Trust, so long as any of the corresponding series of Preferred
         Securities remains outstanding, no such amendment shall be made that
         adversely affects the holders of such Preferred Securities, and no
         termination of this Indenture shall occur, and no waiver of any Event
         of Default or compliance with any covenant under this Indenture shall
         be effective, without the prior consent of the holders of at least a
         majority of the aggregate liquidation preference of such Preferred
         Securities then outstanding unless and until the principal (and
         premium, if any) of the Securities of such series and all accrued and
         unpaid interest (including any Additional Interest) thereon have been
         paid in full; and provided further that in the case of the Securities
         of a series issued to a Chubb Trust, so long as any of the
         corresponding series of Preferred Securities remain outstanding, no
         amendment shall be made to Section 508 of this Indenture without the
         prior consent of the holders of each Preferred Security then
         outstanding unless and until the principal (and premium, if any) of the
         Securities

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<PAGE>

         of such series and all accrued and (subject to Section 307) unpaid
         interest (including any Additional Interest) thereon have been paid in
         full.

         A supplemental indenture that changes or eliminates any covenant or
other provision of this Indenture that has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

         It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

         Section 903       Execution of Supplemental Indentures.

         In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture, and
that all conditions precedent have been complied with. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

         Section 904       Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

         Section 905       Conformity with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

         Section 906       Reference in Securities to Supplemental Indentures.

         Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to

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<PAGE>

any such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.

                                   ARTICLE TEN

                                    COVENANTS

         Section 1001      Payment of Principal, Premium and Interest.

         The Company covenants and agrees for the benefit of each series of
securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities of that series in accordance with the
terms of such Securities and this Indenture.

         Section 1002      Maintenance of Office or Agency.

         The Company will maintain in each Place of Payment for any series, an
office or agency where Securities of that series may be presented or surrendered
for payment and an office or agency where Securities may be surrendered for
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Company
initially appoints the Trustee, acting through its Corporate Trust Office, as
its agent for said purposes. The Company will give prompt written notice to the
Trustee of any change in the location of any such office or agency. If at any
time the Company shall fail to maintain such office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all of such purposes, and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in each
Place of Payment for Securities of any series for such purposes. The Company
will give prompt written notice to the Trustee of any such designation and any
change in the location of any such office or agency.

         Section 1003      Money for Security Payments to be Held in Trust.

         If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of such
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium,

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<PAGE>

if any) or interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided, and will promptly notify
the Trustee of its failure so to act.

         Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of the principal of or interest on any Securities,
deposit with a Paying Agent a sum sufficient to pay the principal (and premium,
if any) or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal and premium (if any) or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its failure so to act.

         The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

                  (1)      hold all sums held by it for the payment of the
         principal of (and premium, if any) or interest on Securities in trust
         for the benefit of the Persons entitled thereto until such sums shall
         be paid to such Persons or otherwise disposed of as herein provided;

                  (2)      give the Trustee notice of any default by the Company
         (or any other obligor upon the Securities) in the making of any payment
         of principal (and premium, if any) or interest;

                  (3)      at any time during the continuance of any such
         default, upon the written request of the Trustee, forthwith pay to the
         Trustee all sums so held in trust by such Paying Agent; and

                  (4)      comply with the provisions of the Trust Indenture Act
         applicable to it as a Paying Agent.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by the Company or any Paying Agent to
the Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Security and remaining unclaimed for two years after
such principal (and premium, if any) or interest has become due and payable
shall (unless otherwise required by mandatory provision of applicable escheat or
abandoned or unclaimed property law) be

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<PAGE>

paid on Company Request to the Company, or (if then held by the Company) shall
(unless otherwise required by mandatory provision of applicable escheat or
abandoned or unclaimed property law) be discharged from such trust; and the
Holder of such Security shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in the Borough of Manhattan, The City of New York,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid the Company.

         Section 1004      Statement as to Compliance.

         The Company shall deliver to the Trustee, on or before May 1 in each
calendar year of the Company ending after the date hereof, a written statement,
signed by two if its officers (which need not comply with Section 102), stating
that in the course of the performance of their duties as officers of the Company
they would normally have knowledge of any default by the Company in the
performance or fulfillment of any covenant, agreement or condition contained in
this Indenture, stating whether or not they have knowledge of any such default,
and, if so, specifying each such default of which the signers have knowledge and
the nature thereof.

         Section 1005      Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
covenant or condition as specified as contemplated by Section 301 with respect
to the Securities of any series, if before or after the time for such compliance
the Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company in respect of any such covenant
or condition shall remain in full force and effect.

         Section 1006      Additional Sums.

         In the case of the Securities of a series issued to a Chubb Trust,
except as otherwise specified as contemplated by Section 301, in the event that
(i) a Chubb Trust is the Holder of all of the Outstanding Securities of such
series, (ii) a Tax Event in respect of such Chubb Trust shall have occurred and
be continuing and (iii) the Company shall

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<PAGE>

not have (i) redeemed the Securities of such series pursuant to Section 1107(b)
or (ii) terminated such Chubb Trust pursuant to section 902(b) of the related
Trust Agreement, the Company shall pay to such Chubb Trust (and its permitted
successors or assigns under the related Trust Agreement) for so long as such
Chubb Trust (or its permitted successor or assignee) is the registered holder of
any Securities of such series, such additional amounts as may be necessary in
order that the amount of distributions (including any Additional Amounts (as
defined in the Trust Agreement)) then due and payable by such Chubb Trust on the
related Preferred Securities and Common Securities that at any time remain
outstanding in accordance with the terms thereof shall not be reduced as a
result of any Additional Taxes (the "Additional Sums"); provided that, if this
Indenture has not been qualified under the Trust Indenture Act, the Company
shall be required to pay such Additional Sums until this Indenture is so
qualified. Whenever in this Indenture or the Securities there is a reference in
any context to the payment of principal of or interest on the Securities, such
mention shall be deemed to include mention of the payments of the Additional
Sums provided for in this paragraph to the extent that, in such context,
Additional Sums are, were or would be payable in respect thereof pursuant to the
provisions of this paragraph and express mention of the payment of Additional
Sums (if applicable) in any provisions hereof shall not be construed as
excluding Additional Sums in those provisions hereof where such express mention
is not made, provided, however, that the extension of an interest payment period
pursuant to Section 311 or the Securities shall not extend the payment of any
Additional Sums that may be due and payable during such interest payment period.

         Section 1007      Additional Covenants.

         The Company covenants and agrees with each Holder of Securities of a
series issued to a Chubb Trust that it will not, and it will not permit any
Subsidiary of the Company to, (a) declare or pay any dividends or distributions
on, or redeem, purchase, acquire or make a liquidation payment with respect to,
any shares of the Company's capital stock, or (b) make any payment of principal,
interest or premium, if any, on or repay, repurchase or redeem any debt
securities that rank pari passu with or junior to the Securities of such series
or make any guarantee payments with respect to the foregoing (other than (a)
dividends or distributions in common stock of the Company, (b) redemptions or
purchases of any rights pursuant to the Company's Rights Plan, or any successor
to such Rights Plan, and the declaration of a dividend of such rights in the
future, and (c) payments under any Chubb Guarantee) if at such time (i) there
shall have occurred any event of which the Company has actual knowledge that (a)
with the giving of notice or the lapse of time or both, would constitute an
Event of Default hereunder and (b) in respect of which the Company shall not
have taken reasonable steps to cure, (ii) the Company shall be in default with
respect to its payment of any obligations under the related Chubb Guarantee or
(iii) the Company shall have given notice of its selection of an Extension
Period as provided herein and shall not have rescinded such notice, or such
period, or any extension thereof, shall be continuing.

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<PAGE>

         The Company also covenants with each Holder of Securities of a series
issued to a Chubb Trust (i) to maintain directly or indirectly 100% ownership of
the Common Securities of such Chubb Trust; provided, however, that any permitted
successor of the Company hereunder may succeed to the Company's ownership of
such Common Securities, (ii) not to voluntarily terminate, wind-up or liquidate
such Chubb Trust, except (a) in connection with a distribution of the Securities
of such series to the holders of Preferred Securities in liquidation of such
Chubb Trust or (b) in connection with certain mergers, consolidations or
amalgamations permitted by the related Trust Agreement and (iii) to use its
reasonable efforts, consistent with the terms and provisions of such Trust
Agreement, to cause such Chubb Trust to remain a statutory trust and not to be
classified as an association taxable as a corporation for United States federal
income tax purposes.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

         Section 1101      Applicability of This Article.

         Redemption of Securities (whether by operation of a sinking fund or
otherwise) as permitted or required by any form of Security issued pursuant to
this Indenture shall be made in accordance with such form of Security and this
Article; provided, however, that if any provision of any such form of Security
shall conflict with any provision of this Article, the provision of such form of
Security shall govern. Except as otherwise set forth in the form of Security for
such series, each Security, including Securities of a series issued to a Chubb
Trust, shall be subject to partial redemption in the amount of $25 or integral
multiples thereof.

         Section 1102      Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution. In case of any redemption at the election
of the Company of less than all of the Securities of any particular series and
having the same terms, the Company shall, not less than 30 nor more than 60 days
prior to the date fixed for redemption (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such date and of the
principal amount of Securities of that series to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities, the Company shall furnish
the Trustee with an Officers' Certificate and an Opinion of Counsel evidencing
compliance with such restriction.

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<PAGE>

         Section 1103      Selection of Securities to Be Redeemed.

         If less than all the Securities of a particular series and having the
same terms are to be redeemed, the Trustee shall select, in the manner specified
in such Securities or specified pursuant to Section 301, or, if no manner is
specified in the Securities or pursuant to Section 301, as the Trustee shall
select, not more than 60 days prior to the date fixed for redemption, in such
manner as in its sole discretion it shall deem appropriate and fair, the
Securities or portions thereof of such series to be redeemed. The Trustee shall
promptly notify the Company in writing of the Securities selected for partial
redemption and the principal amount thereof to be redeemed. For all purposes of
this Indenture, unless the context otherwise requires, all provisions relating
to the redemption of Securities shall relate, in the case of any Security
redeemed or to be redeemed only in part, to the portion of the principal amount
of such Security which has been or is to be redeemed. If the Company shall so
direct, Securities registered in the name of the Company, any Affiliate or any
Subsidiary thereof shall not be included in the Securities selected for
redemption.

         Section 1104      Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than thirty, nor more than sixty days, prior to the
date fixed for redemption, to each Holder of Securities to be redeemed, at the
address of such Holder as it appears in the Securities Register.

         With respect to Securities of each series to be redeemed, each notice
of redemption shall state:

         (a)      the date fixed for redemption for Securities of such series;

         (b)      the redemption price at which Securities of such series are to
be redeemed;

         (c)      if less than all Outstanding Securities of such particular
series and having the same terms are to be redeemed, the identification (and, in
the case of partial redemption, the respective principal amounts) of the
particular Securities to be redeemed;

         (d)      that on the date fixed for redemption, the redemption price at
which such Securities are to be redeemed will become due and payable upon each
such Security or portion thereof, and that interest thereon, if any, shall cease
to accrue on and after said date;

         (e)      the place or places where such Securities are to be
surrendered for payment of the redemption price at which such Securities are to
be redeemed; and

         (f)      that the redemption is for a sinking fund, if such is the
case.

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<PAGE>

         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company. The notice if mailed in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives such notice. In any case, a failure to
give such notice by mail or any defect in the notice to the Holder of any
Security designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security.

         Section 1105      Deposit of Redemption Price.

         Prior to the redemption date specified in the notice of redemption
given as provided in Section 1104, the Company will deposit with the Trustee or
with one or more paying agents an amount of money sufficient to redeem on the
redemption date all the Securities so called for redemption at the applicable
redemption price.

         Section 1106      Payment of Securities Called for Redemption.

         If any notice of redemption has been given as provided in Section 1104,
the Securities or portion of Securities with respect to which such notice has
been given shall become due and payable on the date and at the place or places
stated in such notice at the applicable redemption price. On presentation and
surrender of such Securities at a place of payment in said notice specified, the
said securities or the specified portions thereof shall be paid and redeemed by
the Company at the applicable redemption price. Upon presentation of any
Security redeemed in part only, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder thereof, at the expense of the Company, a
new Security or Securities of the same series, of authorized denominations, in
aggregate principal amount equal to the unredeemed portion of the Security so
presented and having the same Original Issue Date, Stated Maturity and terms. If
a Global Security is so surrendered, such new Security will also be a new Global
Security.

         Section 1107      Company's Right of Redemption.

         Unless otherwise specified as contemplated by Section 301 with respect
to the Securities of a particular series, including Securities of a series
issued to a Chubb Trust, and notwithstanding any additional redemption rights
that may be so specified, the Company may, at its option and at any time, redeem
the Securities of any series, in whole or in part, at a redemption price equal
to 100% of the principal amount of such Securities being redeemed plus accrued
and unpaid interest, including any Additional Interest, to the date fixed for
redemption.

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                                 ARTICLE TWELVE

                                  SINKING FUNDS

         Section 1201      Applicability of Article.

         If this Article has been specified in accordance with Section 301 to be
applicable to the Securities of any series, the provisions hereof shall be
applicable to any sinking fund for the retirement of Securities of any series
except as otherwise specified as contemplated by Section 301 for such
Securities.

         The minimum amount of any sinking fund payment provided for by the
terms of any Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any sinking fund payment in excess of such minimum
amount which is permitted to be made by the terms of such Securities of any
series is herein referred to as an "optional sinking fund payment". If provided
for by the terms of any Securities of any series, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 1202. Each
sinking fund payment shall be applied to the redemption of Securities of any
series as provided for by the terms of such Securities.

         Section 1202      Satisfaction of Sinking Fund Payments with
Securities.

         In lieu of making all or any part of a mandatory sinking fund payment
with respect to any Securities of a series in cash, the Company may at its
option, at any time no more than 16 months and no less than 30 days prior to the
date on which such sinking fund payment is due, deliver to the Trustee
Securities of such series (together with the unmatured Coupons, if any,
appertaining thereto) theretofore purchased or otherwise acquired by the
Company, except Securities of such series that have been redeemed through the
application of mandatory or optional sinking fund payments pursuant to the terms
of the Securities of such series, accompanied by a Company Order instructing the
Trustee to credit such obligations and stating that the Securities of such
series were originally issued by the Company by way of bona fide sale or other
negotiation for value; provided that the Securities to be so credited have not
been previously so credited. The Securities to be so credited shall be received
and credited for such purpose by the Trustee at the redemption price for such
Securities, as specified in the Securities so to be redeemed, for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

         Section 1203      Redemption of Securities for Sinking Fund.

         Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
such Securities pursuant to the

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<PAGE>

terms of such Securities, the portion thereof, if any, which is to be satisfied
by payment of cash in the currency in which the Securities of such series are
payable (except as provided pursuant to Section 301) and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Such Certificate shall be irrevocable and upon its delivery the
Company shall be obligated to make the cash payment or payments therein referred
to, if any, on or before the succeeding sinking fund payment date. In the case
of the failure of the Company to deliver such Certificate (or, as required by
this Indenture, the Securities and coupons, if any, specified in such
Certificate), the sinking fund payment due on the succeeding sinking fund
payment date for such series shall be paid entirely in cash and shall be
sufficient to redeem the principal amount of the Securities of such series
subject to a mandatory sinking fund payment without the right to deliver or
credit securities as provided in Section 1202 and without the right to make the
optional sinking fund payment with respect to such series at such time.

         Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made with
respect to the Securities of any particular series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) on
the sinking fund payment date on which such payment is made (or, if such payment
is made before a sinking fund payment date, on the sinking fund payment date
immediately following the date of such payment) to the redemption of Securities
of such series at the redemption price specified in such Securities with respect
to the sinking fund. Any sinking fund moneys not so applied or allocated by the
Trustee (or by the Company if the Company is acting as its own Paying Agent,
segregated and held in trust as provided in Section 1003) for such series and
together with such payment (or such amount so segregated) shall be applied in
accordance with the provisions of this Section 1203. Any and all sinking fund
moneys with respect to the Securities of any particular series held by the
Trustee (or if the Company is acting as its own Paying Agent, segregated and
held in trust as provided in Section 1003) on the last sinking fund payment date
with respect to Securities of such series and not held for the payment or
redemption of particular Securities of such series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent),
together with other moneys, if necessary, to be deposited (or segregated)
sufficient for the purpose, to the payment of the principal of the Securities of
such series at Maturity. The Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 1103 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 1104. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Section 1106. On or before each sinking fund
payment date, the Company shall pay to the Trustee (or, if the Company is acting
as its own Paying Agent, the Company shall segregate and hold in trust as
provided in Section 1003) in cash a sum in the currency in which Securities of
such series are payable (except as provided pursuant to Section 301) equal to
the

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principal and any interest accrued to the redemption date for Securities or
portions thereof to be redeemed on such sinking fund payment date pursuant to
this Section 1203.

         Neither the Trustee nor the Company shall redeem any Securities of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund for such series during the
continuance of a default in payment of interest, if any, on any Securities of
such series or of any Event of Default (other than an Event of Default occurring
as a consequence of this paragraph) with respect to the securities of such
series, except that if the notice of redemption shall have been provided in
accordance with the provisions hereof, the Trustee (or the Company if the
Company is then acting as its own Paying Agent) shall redeem such Securities if
cash sufficient for that purpose shall be deposited with the Trustee (or
segregated by the Company) for that purpose in accordance with the terms of this
Article Twelve. Except as aforesaid, any moneys in the sinking fund for such
series at the time when any such default or Event of Default shall occur and any
moneys thereafter paid into such sinking fund shall, during the continuance of
such default or Event of Default, be held as security for the payment of the
Securities and coupons, if any, of such series; provided, however, that in case
such default or Event of Default shall have been cured or waived herein, such
moneys shall thereafter be applied on the next sinking fund payment date for the
Securities of such series on which such moneys may be applied pursuant to the
provisions of this Section 1203.

                                ARTICLE THIRTEEN

                           SUBORDINATION OF SECURITIES

         Section 1301      Securities Subordinate to Senior Indebtedness.

         The Company covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article, the payment of the principal
of (and premium, if any) and interest (including any Additional Interest) on
each and all of the Securities are hereby expressly made subordinate and subject
in right of payment to the prior payment in full of all amounts then due and
payable in respect of all Senior Indebtedness.

         Section 1302      Payment Over of Proceeds Upon Dissolution, Etc.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company (each such event, if any, herein
sometimes referred to as a "Proceeding"), then the holders of Senior
Indebtedness shall be entitled to receive payment in full of principal of (and
premium, if any) and interest, if any, on such Senior Indebtedness, or provision
shall be made for such payment in cash or cash equivalents or

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otherwise in a manner satisfactory to the holders of Senior Indebtedness, before
the Holders of the Securities are entitled to receive or retain any payment or
distribution of any kind or character, whether in cash, property or securities
(including any payment or distribution which may be payable or deliverable by
reason of the payment of any other Debt of the Company (including any series of
the Securities) subordinated to the payment of the Securities, such payment or
distribution being hereinafter referred to as a "Junior Subordinated Payment"),
on account of principal of (or premium, if any) or interest (including any
Additional Interest) on the Securities or on account of the purchase or other
acquisition of Securities by the Company or any Subsidiary and to that end the
holders of Senior Indebtedness shall be entitled to receive, for application to
the payment thereof, any payment or distribution of any kind of character,
whether in cash, property or securities, including any Junior Subordinated
Payment, which may be payable or deliverable in respect of the Securities in any
such Proceeding.

         In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, including any Junior Subordinated
Payment, before all Senior Indebtedness is paid in full or payment thereof is
provided for in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Indebtedness, and if such fact shall, at or prior to
the time of such payment or distribution, have been made known to the Trustee
or, as the case may be, such Holder, then and in such event such payment or
distribution shall be paid over or delivered forthwith to the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other
Person making payment or distribution of assets of the Company for application
to the payment of all Senior Indebtedness remaining unpaid, to the extent
necessary to pay all Senior Indebtedness in full, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Indebtedness.

         For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment which securities are subordinated in
right of payment to all then outstanding Senior Indebtedness to substantially
the same extent as the Securities are so subordinated as provided in this
Article. The consolidation of the Company with, or the merger of the Company
into, another Person or the liquidation or dissolution of the Company following
the sale of all or substantially all of its properties and assets as an entirety
to another Person or the liquidation or dissolution of the Company following the
sale of all or substantially all of its properties and assets as an entirety to
another Person upon the terms and conditions set forth in Article Eight shall
not be deemed a Proceeding for the purposes of this Section if the Person formed
by such consolidation or into which the Company is merged or the Person which
acquires by sale such properties and assets as an

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entirety, as the case may be, shall, as a part of such consolidation, merger, or
sale comply with the conditions set forth in Article Eight.

         Section 1303      Prior Payment to Senior Indebtedness Upon
Acceleration of Securities.

         In the event that any Securities are declared due and payable before
their Stated Maturity, then and in such event the holders of the Senior
Indebtedness outstanding at the time such Securities so become due and payable
shall be entitled to receive payment in full of all amounts due on or in respect
of such Senior Indebtedness (including any amounts due upon acceleration), or
provision shall be made for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Indebtedness, before
the Holders of the Securities are entitled to receive any payment or
distribution of any kind or character, whether in cash, properties or securities
(including any Junior Subordinated Payment) by the Company on account of the
principal of (or premium, if any) or interest (including any Additional
Interest) on the Securities or on account of the purchase or other acquisition
of Securities by the Company or any Subsidiary; provided, however, that nothing
in this Section shall prevent the satisfaction of any sinking fund payment in
accordance with this Indenture or as otherwise specified as contemplated by
Section 301 for the Securities of any series by delivering and crediting
pursuant to Section 1202 or as otherwise specified as contemplated by Section
301 for the Securities of any series Securities which have been acquired (upon
redemption or otherwise) prior to such declaration of acceleration.

         In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such payment, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

         The provisions of this Section shall not apply to any payment with
respect to which Section 1302 would be applicable.

         Section 1304      No Payment When Senior Indebtedness in Default.

         (a)      In the event and during the continuation of any default in the
payment of principal of (or premium, if any) or interest on any Senior
Indebtedness, or in the event that any event of default with respect to any
Senior Indebtedness shall have occurred and be continuing and shall have
resulted in such Senior Indebtedness becoming or being declared due and payable
prior to the date on which it would otherwise have become due and payable,
unless and until such event of default shall have been cured or waived or shall
have ceased to exist and such acceleration shall have been rescinded or
annulled, or

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         (b)      in the event any judicial proceeding shall be pending with
respect to any such default in payment or such event or default, then no payment
or distribution of any kind or character, whether in cash, properties or
securities (including any Junior Subordinated Payment) shall be made by the
Company on account of principal of (or premium, if any) or interest (including
any Additional Interest), if any, on the Securities or on account of the
purchase or other acquisition of Securities by the Company or any Subsidiary;
provided, however, that nothing in this Section shall prevent the satisfaction
of any sinking fund payment in accordance with this Indenture or as otherwise
specified as contemplated by Section 301 for the Securities of any series by
delivering and crediting pursuant to Section 1202 or as otherwise specified as
contemplated by Section 301 for the Securities of any series Securities which
have been acquired (upon redemption or otherwise) prior to such default in
payment or event of default.

         In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such payment, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

         The provisions of this Section shall not apply to any payment with
respect to which Section 1302 would be applicable.

         Section 1305      Payment Permitted If No Default.

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Company, at any time except during
the pendency of any Proceeding referred to in Section 1302 or under the
conditions described in Sections 1303 and 1304, from making payments at any time
of principal of (and premium, if any) or interest on the Securities, or (b) the
application by the Trustee of any money or Government Obligations deposited with
it hereunder to the payment of or on account of the principal of (and premium,
if any) or interest (including any Additional Interest) on the Securities or the
retention of such payment by the Holders, if, at the time of such application by
the Trustee, it did not have knowledge that such payment would have been
prohibited by the provisions of this Article.

         Section 1306      Subrogation to Rights of Holders of Senior
Indebtedness.

         Subject to the payment in full of all Senior Indebtedness, or the
provision for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Indebtedness, the Holders of the
Securities shall be subrogated to the extent of the payments or distributions
made to the holders of such Senior Indebtedness pursuant to the provisions of
this Article (equally and ratably with the holders of all indebtedness of the
Company which by its express terms is subordinated to Senior Indebtedness of the

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Company to substantially the same extent as the Securities are subordinated to
the Senior Indebtedness and is entitled to like rights of subrogation by reason
of any payments or distributions made to holders of such Senior Indebtedness) to
the rights of the holders of such Senior Indebtedness to receive payments and
distributions of cash, property and securities applicable to the Senior
Indebtedness until the principal of (and premium, if any) and interest on the
Securities shall be paid in full. For purposes of such subrogation or
assignment, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions of this Article to the
holders of Senior Indebtedness by Holders of the Securities or the Trustee,
shall, as among the Company, its creditors other than holders of Senior
Indebtedness, and the Holders of the Securities, be deemed to be a payment or
distribution by the Company to or on account of the Senior Indebtedness.

         Section 1307      Provisions Solely to Define Relative Rights.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall (a) impair, as between the Company and the Holders of the
Securities, the obligations of the Company, which are absolute and
unconditional, to pay to the Holders of the Securities the principal of (and
premium, if any) and interest (including any Additional Interest) on the
Securities as and when the same shall become due and payable in accordance with
their terms; or (b) affect the relative rights against the Company of the
Holders of the Securities and creditors of the Company other than their rights
in relation to the holders of Senior Indebtedness; or (c) prevent the Trustee or
the Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture including, without limitation,
filing and voting claims in any Proceeding, subject to the rights, if any, under
this Article of the holders of Senior Indebtedness to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such Holder.

         Section 1308      Trustee to Effectuate Subordination.

         Each Holder of a Security by his or her acceptance thereof authorizes
and directs the Trustee on his or her behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination provided
in this Article and appoints the Trustee his or her attorney-in-fact for any and
all such purposes.

         Section 1309      No Waiver of Subordination Provisions.

         No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired

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by any act or failure to act on the part of the Company or by any act or failure
to act, in good faith, by any such holder, or by any noncompliance by the
Company with the terms, provisions and covenants of this Indenture, regardless
of any knowledge thereof that any such holder may have or be otherwise charged
with.

         Section 1310      Notice to Trustee.

         The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of this
Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from the
Company or a holder of Senior Indebtedness or from any trustee, agent or
representative therefor (whether or not the facts contained in such notice are
true); provided, however, that if the Trustee shall not have received the notice
provided for in this Section at least two Business Days prior to the date upon
which by the terms hereof any monies may become payable for any purpose
(including, without limitation, the payment of the principal of (and premium, if
any) or interest (including any Additional Interest) on any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such monies and to apply the same to
the purpose for which they were received and shall not be affected by any notice
to the contrary which may be received by it within two Business Days prior to
such date.

         Section 1311      Reliance on Judicial Order or Certificate of
Liquidating Agent.

         Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Article Six, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article.

         Section 1312      Trustee Not Fiduciary for Holders of Senior
Indebtedness.

         The Trustee, in its capacity as trustee under this Indenture, shall not
be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and
shall not be liable to

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any such holders if it shall in good faith mistakenly pay over or distribute to
Holders of Securities or to the Company or to any other Person cash, property or
securities to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article or otherwise.

         Section 1313      Rights of Trustee as Holder of Senior Indebtedness;
Preservation of Trustee's Rights.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Indebtedness which
may at any time be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.

         Section 1314      Article Applicable to Paying Agents.

         In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee.

         Section 1315      Certain Conversions or Exchanges Deemed Payment.

         For the purposes of this Article only, (a) the issuance and delivery of
junior securities upon conversion or exchange of Securities shall not be deemed
to constitute a payment or distribution on account of the principal of (or
premium, if any) or interest (including any Additional Interest) on Securities
or on account of the purchase or other acquisition of Securities, and (b) the
payment, issuance or delivery of cash, property or securities (other than junior
securities) upon conversion or exchange of a Security shall be deemed to
constitute payment on account of the principal of such security. For the
purposes of this Section, the term "junior securities" means (i) shares of any
stock of any class of the Company and (ii) securities of the Company which are
subordinated in right of payment to all Senior Indebtedness which may be
outstanding at the time of issuance or delivery of such securities to
substantially the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article.

                                     * * * *

         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

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         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                             THE CHUBB CORPORATION

                                             By:    /s/ PHILIP J. SEMPIER
                                                    ---------------------
                                             Name:  Philip J. Sempier
                                             Title: Vice President and Treasurer

[CORPORATE SEAL]

Attest:

       /s/ HENRY G. GULICK
       -------------------
Name:  Henry G. Gulick
Title: Vice President and Secretary

                                             BANK ONE TRUST COMPANY, N.A., as
                                             Trustee

                                             By:    /s/ SANDRA WHALEN
                                                    -----------------
                                             Name:  Sandra Whalen
                                             Title: Vice President

[CORPORATE SEAL]

Attest:

       /s/ MARY R. FONTI
       -----------------
Name:  Mary R. Fonti
Title: Vice President

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<PAGE>

State of New Jersey        :
                           : ss.:
County of Somerset         :

         On the 4th day of June, 2003 before me personally came Philip J.
Sempier, to me known, who being duly sworn, did depose and say that he is Vice
President & Treasurer of The Chubb Corporation, one of the corporations
described in and which executed the foregoing instrument; that he knows the
seal of said  corporation; that the seal affixed to said instrument is such
corporate seal;  that it was so affixed by authority of the Board of Directors
of said  corporation, and that he signed his name thereto by like authority.

         [NOTARIAL SEAL]

                                             /s/ TUNISIA R. LIPFORD
                                             ----------------------
                                             Notary Public
                                             My Commission Expires: May 24, 2007

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<PAGE>

State of New York          :
                           : ss.:
County of New York         :

         On the 4th day of June 2003 before me, a notary public in and for said
State, personally appeared Mary R. Fonti, known to me to be a Vice President of
Bank One, National Association one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of
said association, and acknowledged to me that such association executed the
within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


         [NOTARIAL SEAL]

                                           /s/ MARK E. DAVIS
                                           -----------------
                                           Notary Public
                                           My Commission Expires: March 23, 2006

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