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                                                                     EXHIBIT 4.8

                              THE CHUBB CORPORATION

                                       and

                          BANK ONE TRUST COMPANY, N.A.,

                           as Purchase Contract Agent

                           PURCHASE CONTRACT AGREEMENT

                           Dated as of June [ ], 2003

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<S>                                                                                                                    <C>
ARTICLE 1DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
         SECTION 1.01.  Definitions..............................................................................       1
         SECTION 1.02.  Compliance Certificates and Opinions.....................................................      16
         SECTION 1.03.  Form of Documents Delivered to Purchase Contract Agent...................................      16
         SECTION 1.04.  Acts of Holders; Record Dates............................................................      17
         SECTION 1.05.  Notices..................................................................................      18
         SECTION 1.06.  Notice to Holders; Waiver................................................................      19
         SECTION 1.07.  Effect of Headings and Table of Contents.................................................      20
         SECTION 1.08.  Successors and Assigns...................................................................      20
         SECTION 1.09.  Separability Clause......................................................................      20
         SECTION 1.10.  Benefits of Agreement....................................................................      20
         SECTION 1.11.  Governing Law............................................................................      20
         SECTION 1.12.  Legal Holidays...........................................................................      20
         SECTION 1.13.  Counterparts.............................................................................      21
         SECTION 1.14.  Inspection of Agreement..................................................................      21
         SECTION 1.15.  Appointment of Financial Institution as Agent for the Company............................      21
         SECTION 1.16.  No Waiver................................................................................      21

ARTICLE 2CERTIFICATE FORMS
         SECTION 2.01.  Forms of Certificates Generally..........................................................      21
         SECTION 2.02.  Form of Purchase Contract Agent's Certificate of Authentication..........................      22

ARTICLE 3THE UNITS
         SECTION 3.01.  Amount; Form and Denominations...........................................................      23
         SECTION 3.02.  Rights and Obligations Evidenced by the Certificates.....................................      23
         SECTION 3.03.  Execution, Authentication, Delivery and Dating...........................................      24
         SECTION 3.04.  Temporary Certificates...................................................................      25
         SECTION 3.05.  Registration; Registration of Transfer and Exchange......................................      25
         SECTION 3.06.  Book-Entry Interests.....................................................................      27
         SECTION 3.07.  Notices to Holders.......................................................................      27
         SECTION 3.08.  Appointment of Successor Depositary......................................................      27
         SECTION 3.09.  Definitive Certificates..................................................................      28
         SECTION 3.10.  Mutilated, Destroyed, Lost and Stolen Certificates.......................................      28
         SECTION 3.11.  Persons Deemed Owners....................................................................      30
         SECTION 3.12.  Cancellation.............................................................................      30
         SECTION 3.13.  Creation of Treasury Units by Substitution of Treasury Securities........................      31
         SECTION 3.14.  Recreation of Corporate Units............................................................      32
         SECTION 3.15.  Transfer of Collateral upon Occurrence of Termination Event..............................      34
         SECTION 3.16.  No Consent to Assumption.................................................................      35

ARTICLE 4THE SENIOR NOTES AND APPLICABLE OWNERSHIP INTERESTS IN THE TREASURY
        PORTFOLIO
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<S>                                                                                                                    <C>
         SECTION 4.01.  Interest Payments; Rights to Interest Payments Preserved.................................      35
         SECTION 4.02.  Notice and Voting........................................................................      36
         SECTION 4.03.  Special Event Redemption.................................................................      37

ARTICLE 5THE PURCHASE CONTRACTS
         SECTION 5.01.  Purchase of Shares of Common Stock.......................................................      38
         SECTION 5.02.  Remarketing; Payment of Stated Amount....................................................      41
         SECTION 5.03.  Issuance of Shares of Common Stock.......................................................      51
         SECTION 5.04.  Adjustment of Settlement Rate............................................................      52
         SECTION 5.05.  Notice of Adjustments and Certain Other Events...........................................      61
         SECTION 5.06.  Termination Event; Notice................................................................      62
         SECTION 5.07.  Early Settlement.........................................................................      62
         SECTION 5.08.  Intentionally Omitted....................................................................      65
         SECTION 5.09.  No Fractional Shares.....................................................................      65
         SECTION 5.10.  Charges and Taxes........................................................................      65
         SECTION 5.11.  Contract Adjustment Payments.............................................................      66
         SECTION 5.12.  Deferral of Contract Adjustment Payments.................................................      71

ARTICLE 6REMEDIES
         SECTION 6.01.  Unconditional Right of Holders to Receive Contract Adjustment Payments and to Purchase Shares of
                  Common Stock...................................................................................      72
         SECTION 6.02.  Restoration of Rights and Remedies.......................................................      72
         SECTION 6.03.  Rights and Remedies Cumulative...........................................................      72
         SECTION 6.04.  Delay or Omission Not Waiver.............................................................      72
         SECTION 6.05.  Undertaking for Costs....................................................................      73
         SECTION 6.06.  Waiver of Stay or Extension Laws.........................................................      73

ARTICLE 7THE PURCHASE CONTRACT AGENT
         SECTION 7.01.  Certain Duties and Responsibilities......................................................      73
         SECTION 7.02.  Notice of Default........................................................................      74
         SECTION 7.03.  Certain Rights of Purchase Contract Agent................................................      75
         SECTION 7.04.  Not Responsible for Recitals or Issuance of Units........................................      76
         SECTION 7.05.  May Hold Units...........................................................................      76
         SECTION 7.06.  Money Held in Custody....................................................................      77
         SECTION 7.07.  Compensation and Reimbursement...........................................................      77
         SECTION 7.08.  Corporate Purchase Contract Agent Required;   Eligibility................................      78
         SECTION 7.09.  Resignation and Removal; Appointment of Successor........................................      78
         SECTION 7.10.  Acceptance of Appointment by Successor...................................................      79
         SECTION 7.11.  Merger, Conversion, Consolidation or Succession to Business..............................      80
         SECTION 7.12.  Preservation of Information; Communications to Holders...................................      80
         SECTION 7.13.  No Obligations of Purchase Contract Agent................................................      80
         SECTION 7.14.  Tax Compliance...........................................................................      81

ARTICLE 8SUPPLEMENTAL AGREEMENTS
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<S>                                                                                                                    <C>
         SECTION 8.01.  Supplemental Agreements Without Consent of Holders.......................................      82
         SECTION 8.02.  Supplemental Agreements with Consent of Holders..........................................      82
         SECTION 8.03.  Execution of Supplemental Agreements.....................................................      83
         SECTION 8.04.  Effect of Supplemental Agreements........................................................      84
         SECTION 8.05.  Reference to Supplemental Agreements.....................................................      84

ARTICLE 9CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
         SECTION 9.01.  Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under
                  Certain Conditions.............................................................................      84
         SECTION 9.02.  Rights and Duties of Successor Corporation...............................................      85
         SECTION 9.03.  Officers' Certificate and Opinion of Counsel Given to Purchase Contract Agent............      85

ARTICLE 10COVENANTS
         SECTION 10.01.  Performance under Purchase Contracts....................................................      86
         SECTION 10.02.  Maintenance of Office or Agency.........................................................      86
         SECTION 10.03.  Company to Reserve Common Stock.........................................................      86
         SECTION 10.04.  Covenants as to Common Stock............................................................      87
         SECTION 10.05.  Statements of Officers of the Company as to Default.....................................      87
         SECTION 10.06.  Tax Treatment...........................................................................      87
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                                      iii

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EXHIBITS

Exhibit A - Form of Corporate Units Certificate
Exhibit B - Form of Treasury Units Certificate
Exhibit C - Instruction to Purchase Contract Agent
Exhibit D - Notice from Purchase Contract Agent to Holders
Exhibit E - Notice to Settle by Separate Cash
Exhibit F - Notice from Purchase Contract Agent to Collateral Agent
Exhibit G - Form of Remarketing Agreement

                                       v

<PAGE>

                  PURCHASE CONTRACT AGREEMENT, dated as of June [ ], 2003,
         between THE CHUBB CORPORATION, a New Jersey corporation (the
         "COMPANY"), and BANK ONE TRUST COMPANY, N.A., a national banking
         association, acting as purchase contract agent for the Holders of Units
         (as defined herein) from time to time (the "PURCHASE CONTRACT AGENT").

                                    RECITALS

                  The Company has duly authorized the execution and delivery of
         this Agreement and the Certificates evidencing the Units.

                  All things necessary to make the Purchase Contracts (as
         defined herein), when the Certificates (as defined herein) are executed
         by the Company and authenticated, executed on behalf of the Holders and
         delivered by the Purchase Contract Agent, as provided in this
         Agreement, the valid obligations of the Company, and to constitute
         these presents a valid agreement of the Company, in accordance with its
         terms, have been done. For and in consideration of the premises and the
         purchase of the Units by the Holders thereof, it is mutually agreed as
         follows:

                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  SECTION 1.01. Definitions.

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

                  (a) the terms defined in this Article have the meanings
         assigned to them in this Article and include the plural as well as the
         singular, and nouns and pronouns of the masculine gender include the
         feminine and neuter genders;

                  (b) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles in the United States;

                  (c) the words "herein," "hereof" and "hereunder" and other
         words of similar import refer to this Agreement as a whole and not to
         any particular Article, Section, Exhibit or other subdivision; and

                  (d) the following terms have the meanings given to them in
         this Section 1.01(d):

                  "ACCOUNTING EVENT" means the receipt at any time prior to the
         earlier of the date of any Successful Remarketing and the Purchase
         Contract Settlement Date by the audit committee of the

<PAGE>

         Board of Directors of a written report in accordance with Statement on
         Auditing Standards ("SAS") No. 97, "Amendment to SAS No. 50-Reports on
         the Application of Accounting Principles," from the Company's
         independent auditors, provided at the request of the management of the
         Company, to the effect that, as a result of a change in accounting
         rules after the date of original issuance of the Senior Notes, the
         Company must either (a) account for the Purchase Contracts as
         derivatives under SFAS 133 (or any successor accounting standard) or
         (b) account for the Units using the if-converted method under SFAS 128
         (or any successor accounting standard), and that such accounting
         treatment will cease to apply upon redemption of the Senior Notes.

                  "ACT" has the meaning, with respect to any Holder, set forth
         in Section 1.04.

                  "ADJUSTED APPLICABLE MARKET VALUE" has the meaning set forth
         in Section 5.01.

                  "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. 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.

                  "AGREEMENT" means this instrument as originally executed or as
         it may from time to time be supplemented or amended by one or more
         agreements supplemental hereto entered into pursuant to the applicable
         provisions hereof.

                  "APPLICABLE MARKET VALUE" has the meaning set forth in Section
         5.01.

                  "APPLICABLE OWNERSHIP INTEREST" shall mean, with respect to a
         Corporate Unit and the Treasury Portfolio represented by such Corporate
         Unit, (i) a 2.5% undivided beneficial ownership interest in $1,000 face
         amount of U.S. treasury securities (or principal or interest strips
         thereof) included in such Treasury Portfolio that mature on or prior to
         August 15, 2006, and (ii) (x) for the scheduled Payment Date on the
         Senior Notes that occurs on the Purchase Contract Settlement Date, in
         the case of a Successful Remarketing prior to the Final Remarketing
         Date, or (y) for each scheduled Payment Date on the Senior Notes that
         occurs after the Special Event Redemption Date to and including the
         Purchase Contract Settlement Date, in the case of a Special Event
         Redemption, a 0.025% undivided beneficial ownership interest in $1,000
         face amount of U.S. treasury securities (or principal or interest
         strips thereof) included in such Treasury Portfolio that mature on or
         prior to the business day immediately preceding such scheduled Payment
         Date.

                  "APPLICABLE PRINCIPAL AMOUNT" means the aggregate principal
         amount of the Senior Notes that are represented by Corporate Units.

                  "APPLICANTS" has the meaning set forth in Section 7.12(b).

                                       2

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                  "BANKRUPTCY CODE" means title 11 of the United States Code, or
         any other law of the United States that from time to time provides a
         uniform system of bankruptcy laws.

                  "BENEFICIAL OWNER" means, with respect to a Book-Entry
         Interest, a Person who is the beneficial owner of such Book-Entry
         Interest as reflected on the books of the Depositary or on the books of
         a Person maintaining an account with such Depositary (directly as a
         Depositary Participant or as an indirect participant, in each case in
         accordance with the rules of such Depositary).

                  "BOARD OF DIRECTORS" means the board of directors of the
         Company or a duly authorized committee of that board.

                  "BOARD RESOLUTION" means one or more resolutions of the Board
         of Directors, a copy of which has been certified by the Secretary or an
         Assistant Secretary of the Company to have been duly adopted by the
         Board of Directors and to be in full force and effect on the date of
         such certification and delivered to the Purchase Contract Agent.

                  "BOOK-ENTRY INTEREST" means a beneficial interest in a Global
         Certificate, registered in the name of a Depositary or a nominee
         thereof, ownership and transfers of which shall be maintained and made
         through book entries by such Depositary as described in Section 3.06.

                  "BUSINESS DAY" or "BUSINESS DAY" means any day other than a
         Saturday or Sunday or any other day on which banking institutions and
         trust companies in New York City, New York are permitted or required by
         applicable law to remain closed or a day on which the Indenture Trustee
         or the Collateral Agent is closed for business; provided that for
         purposes of the second paragraph of Section 1.12 only, the term
         "Business Day" shall also be deemed to exclude any day on which DTC is
         closed.

                  "CASH MERGER" has the meaning set forth in Section 5.04(b)(2).

                  "CASH MERGER EARLY SETTLEMENT" has the meaning set forth in
         Section 5.04(b)(2).

                  "CASH MERGER EARLY SETTLEMENT DATE" has the meaning set forth
         in Section 5.04(b)(2).

                  "CASH SETTLEMENT" has the meaning set forth in Section
         5.02(c)(i).

                  "CERTIFICATE" means a Corporate Units Certificate or a
         Treasury Units Certificate.

                  "CLOSING PRICE" has the meaning set forth in Section 5.01(a).

                  "CODE" means the Internal Revenue Code of 1986, as amended.

                  "COLLATERAL" has the meaning set forth in Section 1.01(d) of
         the Pledge Agreement.

                                       3

<PAGE>

                  "COLLATERAL ACCOUNT" has the meaning set forth in Section
         1.01(d) of the Pledge Agreement.

                  "COLLATERAL AGENT" means BNY Midwest Trust Company, an
         Illinois trust company, as Collateral Agent under the Pledge Agreement
         until a successor Collateral Agent shall have become such pursuant to
         the applicable provisions of the Pledge Agreement, and thereafter
         "Collateral Agent" shall mean the Person who is then the Collateral
         Agent thereunder.

                  "COLLATERAL SUBSTITUTION" means (i) with respect to a
         Corporate Unit in connection with the creation of a Treasury Unit from
         such Corporate Unit, (x) the substitution for the Pledged Senior Note
         represented by such Corporate Unit by Treasury Securities in accordance
         with Section 3.13, or (y) the substitution for the Pledged Applicable
         Ownership Interest in the Treasury Portfolio represented by such
         Corporate Unit by Treasury Securities in accordance with Section 3.13,
         or (ii) with respect to a Treasury Unit in connection with the
         recreation of a Corporate Unit from such Treasury Unit, (x) the
         substitution for the Pledged Treasury Securities represented by such
         Treasury Unit (if the Applicable Ownership Interest in the Treasury
         Portfolio has not replaced the Senior Note represented by the Corporate
         Unit) by Senior Notes in accordance with Section 3.14, or (y) the
         substitution for the Pledged Treasury Securities represented by such
         Treasury Unit (if the Applicable Ownership Interest in the Treasury
         Portfolio has replaced the Senior Note represented by the Corporate
         Unit) by the appropriate Applicable Ownership Interest in the Treasury
         Portfolio in accordance with Section 3.14.

                  "COMMON STOCK" means the common stock, par value $1.00 per
         share, of the Company.

                  "COMPANY" means the Person named as the "COMPANY" in the first
         paragraph of this instrument until a successor shall have become such
         pursuant to the applicable provision of this Agreement, and thereafter
         "COMPANY" shall mean such successor.

                  "CONSTITUENT PERSON" has the meaning set forth in Section
         5.04(b).

                  "CONTRACT ADJUSTMENT PAYMENTS" means the payments payable by
         the Company on the Payment Dates in respect of each Purchase Contract,
         at a rate per year of [ ]% of the Stated Amount per Purchase Contract.

                  "CORPORATE TRUST OFFICE" means the office of the Purchase
         Contract Agent at which, at any particular time, its corporate trust
         business shall be principally administered, which office at the date
         hereof is located at 153 West 51st Street, New York, New York, 10019
         (Fax: (212) 373-1383).

                  "CORPORATE UNIT" means the collective rights and obligations
         of a Holder of a Corporate Units Certificate in respect of (i) the
         Purchase Contracts represented thereby and (ii) the Senior Notes (or
         the appropriate Applicable Ownership Interest in the Treasury
         Portfolio, as the case may be) (subject in each case (except for the
         appropriate Applicable Ownership Interest specified in clause (ii) of
         the definition of such term) to the Pledge thereof) represented
         thereby.

                                       4

<PAGE>

                  "CORPORATE UNITS CERTIFICATE" means a certificate evidencing
         the rights and obligations of a Holder in respect of the number of
         Corporate Units specified on such certificate.

                  "COUPON RATE" means the percentage rate per annum at which
         each Senior Note will bear interest initially.

                  "CURRENT MARKET PRICE" has the meaning set forth in Section
         5.04(a)(8).

                  "CUSTODIAL AGENT" means BNY Midwest Trust Company, an Illinois
         trust company, as Custodial Agent under the Pledge Agreement until a
         successor Custodial Agent shall have become such pursuant to the
         applicable provisions of the Pledge Agreement, and thereafter
         "CUSTODIAL AGENT" shall mean the Person who is then the Custodial Agent
         thereunder.

                  "DEFERRED CONTRACT ADJUSTMENT PAYMENTS" has the meaning
         provided in Section 5.12.

                  "DEPOSITARY" means a clearing agency registered under Section
         17A of the Exchange Act that is designated to act as Depositary for the
         Units as contemplated by Sections 3.06 and 3.08.

                  "DEPOSITARY PARTICIPANT" means a broker, dealer, bank, other
         financial institution or other Person for whom from time to time the
         Depositary effects book entry transfers and pledges of securities
         deposited with the Depositary.

                  "DTC" means The Depository Trust Company.

                  "EARLY SETTLEMENT" has the meaning set forth in Section 5.07.

                  "EARLY SETTLEMENT AMOUNT" has the meaning set forth in Section
         5.07.

                  "EARLY SETTLEMENT DATE" has the meaning set forth in Section
         5.07.

                  "EARLY SETTLEMENT RATE" has the meaning set forth in Section
         5.07.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934 and
         any statute successor thereto, in each case as amended from time to
         time, and the rules and regulations promulgated thereunder.

                  "EXCHANGE PROPERTY" has the meaning set forth in Section
         5.04(b).

                  "EXPIRATION DATE" has the meaning set forth in Section
         1.04(e).

                  "EXPIRATION TIME" has the meaning set forth in Section
         5.04(a)(6).

                  "FAILED FINAL REMARKETING" has the meaning set forth in
         Section 5.02(d).

                                       5

<PAGE>

                  "FAILED INITIAL REMARKETING" has the meaning set forth in
         Section 5.02(a).

                  "FAILED REMARKETING" shall mean any of (i) a Failed Initial
         Remarketing, (ii) a Failed Second Remarketing, (iii) a Failed Third
         Remarketing or (iv) a Failed Final Remarketing.

                  "FAILED SECOND REMARKETING" has the meaning set forth in
         Section 5.02(b).

                  "FAILED THIRD REMARKETING" has the meaning set forth in
         Section 5.02(b).

                  "FINAL REMARKETING" has the meaning set forth in Section
         5.02(d).

                  "FINAL REMARKETING DATE" means the third Business Day
         immediately preceding the Purchase Contract Settlement Date.

                  "FINAL REMARKETING FEE" has the meaning set forth in Section
         5.02(d).

                  "GLOBAL CERTIFICATE" means a Certificate that evidences all or
         part of the Units and is registered in the name of the Depositary or a
         nominee thereof.

                  "HOLDER" means, with respect to a Unit, the Person in whose
         name the Unit evidenced by a Certificate is registered in the Security
         Register; provided, however, that solely for the purpose of determining
         whether the Holders of the requisite number of Units have voted on any
         matter (and not for any other purpose hereunder), if the Unit remains
         in the form of one or more Global Certificates and if the Depositary
         that is the registered holder of such Global Certificate has sent an
         omnibus proxy assigning voting rights to the Depositary Participants to
         whose accounts the Units are credited on the record date, the term
         "HOLDER" shall mean each such Depositary Participant acting at the
         direction of the Beneficial Owners holding through such Depositary
         Participant.

                  "INDEBTEDNESS" means indebtedness of any kind of the Company.

                  "INDENTURE" means the Indenture, dated as of October 25, 1989,
         between the Company and the Indenture Trustee (including any provisions
         of the TIA that are deemed incorporated therein), pursuant to which the
         Senior Notes will be issued.

                  "INDENTURE TRUSTEE" means Bank One Trust Company, N.A.
         (successor in interest to The First National Bank of Chicago), as
         trustee under the Indenture, or any successor thereto.

                  "INITIAL REMARKETING" has the meaning set forth in Section
         5.02(a).

                  "INITIAL REMARKETING DATE" means the third Business Day
         immediately preceding May 16, 2006.

                  "ISSUER ORDER" or "ISSUER REQUEST" means a written order or
         request signed in the name of the Company by (i) either its Chief
         Executive Officer, its President or one of its Vice

                                       6

<PAGE>

         Presidents, and (ii) either its Corporate Secretary or one of its
         Assistant Corporate Secretaries or its Treasurer or one of its
         Assistant Treasurers, and delivered to the Purchase Contract Agent.

                  "NON-ELECTING SHARE" has the meaning set forth in Section
         5.04(b).

                  "NYSE" has the meaning set forth in Section 5.01.

                  "OFFICERS' CERTIFICATE" means a certificate signed by (i)
         either the Company's Chief Executive Officer, its President or one of
         its Vice Presidents, and (ii) either the Company's Corporate Secretary
         or one of its Assistant Corporate Secretaries or its Treasurer or one
         of its Assistant Treasurers, and delivered to the Purchase Contract
         Agent. Any Officers' Certificate delivered with respect to compliance
         with a condition or covenant provided for in this Agreement (other than
         the Officers' Certificate provided for in Section 10.05) shall include:

                           (i) a statement that each officer signing the
                  Officers' Certificate has read the covenant or condition and
                  the definitions relating thereto;

                           (ii) a brief statement of the nature and scope of the
                  examination or investigation undertaken by each officer in
                  rendering the Officers' Certificate;

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

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

                  "OPINION OF COUNSEL" means a written opinion of counsel, who
         may be counsel to the Company (and who may be an employee of the
         Company), and who shall be reasonably acceptable to the Purchase
         Contract Agent. An opinion of counsel may rely on certificates as to
         matters of fact.

                  "OUTSTANDING UNITS" means, with respect to any Unit and as of
         the date of determination, all Units evidenced by Certificates
         theretofore authenticated, executed and delivered under this Agreement,
         except:

                           (i) if a Termination Event has occurred, (x)
                  Corporate Units representing Senior Notes or Applicable
                  Ownership Interests in the Treasury Portfolio that have been
                  theretofore deposited with the Purchase Contract Agent in
                  trust for the Holders of such Corporate Units and (y) Treasury
                  Units;

                                       7

<PAGE>

                           (ii) Units evidenced by Certificates theretofore
                  cancelled by the Purchase Contract Agent or delivered to the
                  Purchase Contract Agent for cancellation or deemed cancelled
                  pursuant to the provisions of this Agreement; and

                           (iii) Units evidenced by Certificates in exchange for
                  or in lieu of which other Certificates have been
                  authenticated, executed on behalf of the Holder and delivered
                  pursuant to this Agreement, other than any such Certificate in
                  respect of which there shall have been presented to the
                  Purchase Contract Agent proof satisfactory to it that such
                  Certificate is held by a protected purchaser in whose hands
                  the Units evidenced by such Certificate are valid obligations
                  of the Company;

         provided, however, that in determining whether the Holders of the
         requisite number of the Units have given any request, demand,
         authorization, direction, notice, consent or waiver hereunder, Units
         owned by the Company or any Affiliate of the Company shall be
         disregarded and deemed not to be Outstanding Units, except that, in
         determining whether the Purchase Contract Agent shall be authorized and
         protected in relying upon any such request, demand, authorization,
         direction, notice, consent or waiver, only Units that a Responsible
         Officer of the Purchase Contract Agent actually knows to be so owned
         shall be so disregarded. Units so owned that have been pledged in good
         faith may be regarded as Outstanding Units if the pledgee establishes
         to the satisfaction of the Purchase Contract Agent the pledgee's right
         so to act with respect to such Units and that the pledgee is not the
         Company or any Affiliate of the Company.

                  "PAYMENT DATE" means each February 16, May 16, August 16 and
         November 16 of each year, commencing August 16, 2003.

                  "PERMITTED INVESTMENTS" has the meaning set forth in Section
         1.01(d) of the Pledge Agreement.

                  "PERSON" means a legal person, including any individual,
         corporation, estate, partnership, joint venture, association,
         joint-stock company, limited liability company, trust, unincorporated
         organization or government or any agency or political subdivision
         thereof or any other entity of whatever nature.

                  "PLAN" means an employee benefit plan that is subject to
         ERISA, a plan or individual retirement account that is subject to
         Section 4975 of the Code or any entity whose assets are considered
         assets of any such plan.

                  "PLEDGE" means the pledge under the Pledge Agreement of the
         Senior Notes, the Treasury Securities or the appropriate Applicable
         Ownership Interest (as specified in clause (i) of the definition of
         such term) in the Treasury Portfolio, as the case may be, in each case
         represented by the Units (it being understood that the appropriate
         Applicable Ownership Interest (as specified in clause (ii) of the
         definition of such term) in the Treasury Portfolio shall not be subject
         to the Pledge).

                                       8

<PAGE>

                  "PLEDGE AGREEMENT" means the Pledge Agreement, dated as of
         June [ ], 2003, among the Company, the Collateral Agent, the Custodial
         Agent, the Securities Intermediary and the Purchase Contract Agent, on
         its own behalf and as attorney-in-fact for the Holders from time to
         time of the Units, as amended from time to time.

                  "PLEDGED APPLICABLE OWNERSHIP INTERESTS" has the meaning set
         forth in Section 1.01(d) of the Pledge Agreement.

                  "PLEDGED SENIOR NOTES" has the meaning set forth in Section
         1.01(d) of the Pledge Agreement.

                  "PLEDGED TREASURY SECURITIES" has the meaning set forth in
         Section 1.01(d) of the Pledge Agreement.

                  "PREDECESSOR CERTIFICATE" means a Predecessor Corporate Units
         Certificate or a Predecessor Treasury Units Certificate.

                  "PREDECESSOR CORPORATE UNITS CERTIFICATE" of any particular
         Corporate Units Certificate means every previous Corporate Units
         Certificate evidencing all or a portion of the rights and obligations
         of the Company and the Holder under the Corporate Units evidenced
         thereby; and, for the purposes of this definition, any Corporate Units
         Certificate authenticated and delivered under Section 3.10 in exchange
         for or in lieu of a mutilated, destroyed, lost or stolen Corporate
         Units Certificate shall be deemed to evidence the same rights and
         obligations of the Company and the Holder as the mutilated, destroyed,
         lost or stolen Corporate Units Certificate.

                  "PREDECESSOR TREASURY UNITS CERTIFICATE" of any particular
         Treasury Units Certificate means every previous Treasury Units
         Certificate evidencing all or a portion of the rights and obligations
         of the Company and the Holder under the Treasury Units evidenced
         thereby; and, for the purposes of this definition, any Treasury Units
         Certificate authenticated and delivered under Section 3.10 in exchange
         for or in lieu of a mutilated, destroyed, lost or stolen Treasury Units
         Certificate shall be deemed to evidence the same rights and obligations
         of the Company and the Holder as the mutilated, destroyed, lost or
         stolen Treasury Units Certificate.

                  "PRICING COMMITTEE RESOLUTIONS" means the resolutions of the
         Pricing Committee of the Company's Board of Directors dated as of [ ],
         2003, including Exhibit B thereto, setting forth the terms and
         conditions of the Senior Notes.

                  "PRIMARY TREASURY DEALER" shall mean a primary U.S. government
         securities dealer.

                  "PROCEEDS" has the meaning set forth in Section 1.01(d) of the
         Pledge Agreement.

                  "PRO RATA" shall mean pro rata to each Holder according to the
         aggregate Stated Amount of the Units held by such Holder in relation to
         the aggregate Stated Amount of all Units outstanding.

                                       9

<PAGE>

                  "PROSPECTUS" means the prospectus relating to the delivery of
         shares of any securities in connection with an Early Settlement
         pursuant to Section 5.07 or a Cash Merger Early Settlement of Purchase
         Contracts pursuant to Section 5.04(b)(2), in the form in which first
         filed, or transmitted for filing, with the Securities and Exchange
         Commission after the effective date of the Registration Statement
         pursuant to Rule 424(b) under the Securities Act, including the
         documents incorporated by reference therein as of the date of such
         Prospectus.

                  "PURCHASE CONTRACT" means, with respect to any Unit, the
         purchase contract represented by such Unit and obligating the Company
         (i) to sell, against the Holder's payment of the Stated Amount, shares
         of Common Stock and (ii) to pay the Holder thereof Contract Adjustment
         Payments, in each case on the terms and subject to the conditions set
         forth in Article Five hereof.

                  "PURCHASE CONTRACT AGENT" means the Person named as the
         "PURCHASE CONTRACT AGENT" in the first paragraph of this Agreement
         until a successor Purchase Contract Agent shall have become such
         pursuant to the applicable provisions of this Agreement, and thereafter
         "PURCHASE CONTRACT AGENT" shall mean such Person or any subsequent
         successor who is appointed pursuant to this Agreement.

                  "PURCHASE CONTRACT SETTLEMENT DATE" means August 16, 2006.

                  "PURCHASE CONTRACT SETTLEMENT FUND" has the meaning set forth
         in Section 5.03.

                  "PURCHASED SHARES" has the meaning set forth in Section
         5.04(a)(6).

                  ["PUT RIGHT" has the meaning set forth in Exhibit B to the
         Pricing Committee Resolutions.]

                  "QUOTATION AGENT" means any Primary Treasury Dealer selected
         by the Company.

                  "RECORD DATE" for any distribution or Contract Adjustment
         Payment payable on any Payment Date means, as to any Global Certificate
         or any other Certificate, the first business day of the calendar month
         in which the relevant Payment Date falls; provided that the Company
         may, at its option, select any other day as the Record Date for any
         Payment Date so long as such Record Date selected is more than one
         Business Day but less than sixty Business Days prior to such Payment
         Date.

                  "REDEMPTION AMOUNT" means, for each Senior Note, an amount
         equal to the product of the principal amount of that Senior Note and a
         fraction, the numerator of which is the Treasury Portfolio Purchase
         Price and the denominator of which is the Applicable Principal Amount.

                  "REDEMPTION PRICE" means, for each Senior Note, the Redemption
         Amount plus any accrued and unpaid interest on such Senior Note to but
         excluding the Special Event Redemption Date.

                  "REFERENCE DEALER" means a dealer engaged in trading of
         convertible securities.

                                       10

<PAGE>

                  "REFERENCE PRICE" has the meaning set forth in Section 5.01.

                  "REGISTRATION STATEMENT" means a registration statement under
         the Securities Act prepared by the Company covering, inter alia, the
         delivery by the Company of any securities in connection with an Early
         Settlement on the Early Settlement Date or a Cash Merger Early
         Settlement of Purchase Contracts on the Cash Merger Early Settlement
         Date under Section 5.04(b)(2), including all exhibits thereto and the
         documents incorporated by reference in the prospectus contained in such
         registration statement, and any post-effective amendments thereto.

                  "REMARKETED SENIOR NOTES" means, as of the applicable
         Remarketing Date, the Senior Notes that are represented by Corporate
         Units, and each Separate Senior Note for which the Holder has elected
         to have such Separate Senior Note included in the applicable
         Remarketing.

                  "REMARKETING" means the remarketing of the Senior Notes by the
         Remarketing Agent pursuant to the Remarketing Agreement.

                  "REMARKETING AGENT" means the remarketing agent specified in
         the Remarketing Agreement.

                  "REMARKETING AGREEMENT" means the Remarketing Agreement
         substantially in the form of Exhibit G hereto to be entered into prior
         to the Initial Remarketing Date among the Company, the Remarketing
         Agent and the Purchase Contract Agent, as amended from time to time.

                  "REMARKETING DATE" means any of (i) the Initial Remarketing
         Date, (ii) the Second Remarketing Date, (iii) the Third Remarketing
         Date and (iv) the Final Remarketing Date.

                  "REMARKETING FEE" has the meaning set forth in Section
         5.02(a).

                  "REMARKETING PER SENIOR NOTE PRICE" means the Treasury
         Portfolio Purchase Price divided by the number of Senior Notes
         represented by Corporate Units and remarketed in the Initial
         Remarketing, the Second Remarketing or the Third Remarketing, as the
         case may be.

                  "REORGANIZATION EVENT" has the meaning set forth in Section
         5.04(b).

                  "RESET RATE" means (i) in the case of a Successful Remarketing
         prior to the Final Remarketing Date, the interest rate per annum on the
         Senior Notes determined by the Remarketing Agent as necessary to
         remarket the Remarketed Senior Notes at a price per Remarketed Senior
         Note such that the aggregate price for the Remarketed Senior Notes is
         equal to approximately (but not less than) 100.50% of the sum of the
         Treasury Portfolio Purchase Price and Separate Senior Notes Purchase
         Price, and (ii) in the case of a Successful Remarketing on the Final
         Remarketing Date, the interest rate per annum on the Senior Notes
         determined by the Remarketing Agent as necessary to remarket the
         Remarketed Senior Notes at a price per Remarketed Senior Note such that
         the aggregate price for the Remarketed Senior Notes is equal to
         approximately 100.50% (but not less than 100%, net of any Remarketing
         Fee) of the aggregate principal amount of the Remarketed Senior Notes;
         provided that if there are no Corporate Units

                                       11

<PAGE>

         outstanding and none of the Holders elect to have Separate Senior Notes
         held by them remarketed, or in the case of a Failed Remarketing, the
         interest rate payable on the Senior Notes will not be reset and the
         interest rate payable on the Senior Notes shall continue to be [ ]% per
         year; provided further that in no event shall the Reset Rate exceed the
         maximum rate, if any, permitted by applicable law.

                  "RESPONSIBLE OFFICER" means, with respect to the Purchase
         Contract Agent, any officer of the Purchase Contract Agent assigned by
         the Purchase Contract Agent to administer this Purchase Contract
         Agreement.

                  "RIGHTS" has the meaning set forth in Section 5.04(a)(11).

                  "RIGHTS AGREEMENT" has the meaning set forth in Section
         5.04(a)(11).

                  "SECOND REMARKETING" has the meaning set forth in Section
         5.02(b).

                  "SECOND REMARKETING DATE" means the third Business Day
         immediately preceding June 16, 2006.

                  "SECURITIES ACT" means the Securities Act of 1933 and any
         statute successor thereto, in each case as amended from time to time,
         and the rules and regulations promulgated thereunder.

                  "SECURITIES INTERMEDIARY" means BNY Midwest Trust Company, an
         Illinois trust company, as Securities Intermediary under the Pledge
         Agreement until a successor Securities Intermediary shall have become
         such pursuant to the applicable provisions of the Pledge Agreement, and
         thereafter "SECURITIES INTERMEDIARY" shall mean such successor or any
         subsequent successor who is appointed pursuant to the Pledge Agreement.

                  "SECURITY REGISTER" and "SECURITIES REGISTRAR" have the
         respective meanings set forth in Section 3.05.

                  "SENIOR NOTES" means the series of notes designated the senior
         notes due August 16, 2008 to be issued by the Company under the
         Indenture.

                  "SEPARATE SENIOR NOTES" means Senior Notes that are no longer
         represented by Corporate Units.

                  "SEPARATE SENIOR NOTES PURCHASE PRICE" means the amount in
         cash equal to the product of the Remarketing Per Senior Note Price
         multiplied by the number of Separate Senior Notes remarketed in the
         Initial Remarketing, the Second Remarketing or the Third Remarketing,
         as the case may be.

                  "SETTLEMENT RATE" has the meaning set forth in Section 5.01.

                  "SPECIAL EVENT" means either a Tax Event or an Accounting
         Event.

                                       12

<PAGE>

                  "SPECIAL EVENT REDEMPTION" means the redemption of the Senior
         Notes pursuant to the Indenture following the occurrence of a Special
         Event.

                  "SPECIAL EVENT REDEMPTION DATE" means the date upon which a
         Special Event Redemption is scheduled to occur pursuant to the
         Indenture.

                  "STATED AMOUNT" means $25.00.

                  "SUCCESSFUL FINAL REMARKETING" has the meaning set forth in
         Section 5.02(d).

                  "SUCCESSFUL INITIAL REMARKETING" has the meaning set forth in
         Section 5.02(a).

                  "SUCCESSFUL REMARKETING" means any of (i) a Successful Initial
         Remarketing, (ii) a Successful Second Remarketing, (iii) a Successful
         Third Remarketing or (iv) a Successful Final Remarketing.

                  "SUCCESSFUL SECOND REMARKETING" has the meaning set forth in
         Section 5.02(b).

                  "SUCCESSFUL THIRD REMARKETING" has the meaning set forth in
         Section 5.02(b).

                  "TAX EVENT" means the receipt by the Company of an opinion of
         counsel, rendered by a law firm having a recognized national law
         practice, at any time prior to the earlier of the date of any
         Successful Remarketing and the Purchase Contract Settlement Date, to
         the effect that, as a result of any amendment to, change in or
         announced proposed change in the laws (or any regulations thereunder)
         of the United States or any political subdivision or taxing authority
         thereof or therein, or as a result of any official administrative
         decision, pronouncement, judicial decision or action interpreting or
         applying such laws or regulations, which amendment or change is
         effective or which proposed change, pronouncement, action or decision
         is announced on or after the date of original issuance of the Senior
         Notes, there is more than an insubstantial increase in the risk that
         interest payable by the Company on the Senior Notes is not, or within
         90 days of the date of such opinion, will not be, deductible by the
         Company, in whole or in part, for United States federal income tax
         purposes.

                  "TERMINATION DATE" means the date, if any, on which a
         Termination Event occurs.

                  "TERMINATION EVENT" means the occurrence of any of the
         following events:

                           (i) at any time on or prior to the Purchase Contract
                  Settlement Date, a judgment, decree or court order shall have
                  been entered granting relief under the Bankruptcy Code,
                  adjudicating the Company to be insolvent, or approving as
                  properly filed a petition seeking reorganization or
                  liquidation of the Company or any other similar applicable
                  Federal or state law and if such judgment, decree or order
                  shall have been entered more than 60 days prior to the
                  Purchase Contract Settlement Date, such decree or order shall
                  have continued undischarged and unstayed for a period of 60
                  days;

                                       13

<PAGE>

                           (ii) at any time on or prior to the Purchase Contract
                  Settlement Date, a judgment, decree or court order for the
                  appointment of a receiver or liquidator or trustee or assignee
                  in bankruptcy or insolvency of the Company or of its property,
                  or for the termination or liquidation of its affairs, shall
                  have been entered and if such judgment, decree or order shall
                  have been entered more than 60 days prior to the Purchase
                  Contract Settlement Date, such judgment, decree or order shall
                  have continued undischarged and unstayed for a period of 60
                  days; or

                           (iii) at any time on or prior to the Purchase
                  Contract Settlement Date, the Company shall file a petition
                  for relief under the Bankruptcy Code, or shall consent to the
                  filing of a bankruptcy proceeding against it, or shall file a
                  petition or answer or consent seeking reorganization or
                  liquidation under the Bankruptcy Code or any other similar
                  applicable Federal or State law, or shall consent to the
                  filing of any such petition, or shall consent to the
                  appointment of a receiver or liquidator or trustee or assignee
                  in bankruptcy or insolvency of it or of its property, or shall
                  make an assignment for the benefit of creditors, or shall
                  admit in writing its inability to pay its debts generally as
                  they become due.

                  "THIRD REMARKETING" has the meaning set forth in Section
         5.02(b).

                  "THIRD REMARKETING DATE" means the third Business Day
         immediately preceding July 16, 2006.

                  "THRESHOLD APPRECIATION PRICE" has the meaning set forth in
         Section 5.01.

                  "TIA" means the Trust Indenture Act of 1939, as amended from
         time to time, or any successor legislation.

                  "TRADING DAY" has the meaning set forth in Section 5.01.

                  "TREASURY PORTFOLIO" means a portfolio of (1) U.S. treasury
         securities (or principal or interest strips thereof) that mature on or
         prior to August 15, 2006 in an aggregate amount equal to the Applicable
         Principal Amount, and (2) (x) in the case of a Successful Remarketing
         prior to the Final Remarketing Date, for the scheduled Payment Date on
         the Senior Notes that occurs on the Purchase Contract Settlement Date,
         U.S. treasury securities (or principal or interest strips thereof) that
         mature on or prior to August 15, 2006 in an aggregate amount equal to
         the aggregate interest payment (assuming no reset of the interest rate)
         that would have been due on the Purchase Contract Settlement Date on
         the Applicable Principal Amount, and (y) in the case of a Special Event
         Redemption, for each scheduled Payment Date that occurs after the
         Special Event Redemption Date to and including the Purchase Contract
         Settlement Date, U.S. treasury securities (or principal or interest
         strips thereof) that mature on or prior to the business day immediately
         preceding such scheduled Payment Date in an aggregate amount equal to
         the aggregate interest payment (assuming no reset of the interest rate)
         that would have been due on such scheduled Payment Date on the
         Applicable Principal Amount.

                                       14

<PAGE>

                  "TREASURY PORTFOLIO PURCHASE PRICE" means the lowest aggregate
         ask-side price quoted by a Primary Treasury Dealer to the Quotation
         Agent between 9:00 a.m. and 11:00 a.m. (New York City time) (i) in the
         case of a Special Event Redemption, on the third Business Day
         immediately preceding the Special Event Redemption Date for the
         purchase of the applicable Treasury Portfolio for settlement on the
         Special Event Redemption Date, and (ii) in the case of any Successful
         Remarketing prior to the Final Remarketing Date, on the date of such
         Successful Remarketing for the purchase of the applicable Treasury
         Portfolio for settlement on the third Business Day immediately
         following the date of such Successful Remarketing.

                  "TREASURY SECURITIES" means(i) zero-coupon U.S. treasury
         securities that mature on July 15, 2006 (CUSIP No. ________) and,
         during the period between July 15, 2006 and August 15, 2006, the
         Proceeds from such Treasury Securities, and (ii) zero-coupon U.S.
         treasury securities that mature on August 15, 2006 (CUSIP No. [  ]).

                  "TREASURY UNIT" means, following the substitution of Treasury
         Securities for Pledged Senior Notes or the Pledged Applicable Ownership
         Interest in the Treasury Portfolio as collateral to secure a Holder's
         obligations under the Purchase Contract, the collective rights and
         obligations of a Holder of a Treasury Units Certificate in respect of
         (i) the Purchase Contracts represented thereby and (ii) such Treasury
         Securities (subject to the Pledge thereof) represented thereby.

                  "TREASURY UNITS CERTIFICATE" means a certificate evidencing
         the rights and obligations of a Holder in respect of the number of
         Treasury Units specified on such certificate.

                  "UNDERWRITERS" means the underwriters identified in Schedule
         II to the Underwriting Agreement.

                  "UNDERWRITING AGREEMENT" means the Underwriting Agreement,
         dated November 25, 2002, among the Company and the Underwriters.

                  "UNIT" means a Corporate Unit or a Treasury Unit, as the case
         may be.

                  "VICE PRESIDENT" 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 1.2. Compliance Certificates and Opinions.

                  Except as otherwise expressly provided by this Agreement, upon
         any application or request by the Company to the Purchase Contract
         Agent to take any action in accordance with any provision of this
         Agreement, the Company shall furnish to the Purchase Contract Agent an
         Officers' Certificate stating that all conditions precedent, if any,
         provided for in this Agreement relating to the proposed action have
         been complied with, except that in the case of any such application or
         request as to which the furnishing of such document is specifically
         required by any provision of this Agreement relating to such particular
         application or request, no additional certificate need be furnished.

                                       15

<PAGE>

                  Every certificate with respect to compliance with a condition
         or covenant provided for in this Agreement (other than the Officers'
         Certificate provided for in Section 10.05) shall include:

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

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

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

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

                  SECTION 1.3. Form of Documents Delivered to Purchase Contract
         Agent.

                  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 the matters upon which its
         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 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.

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

                  SECTION 1.4. Acts of Holders; Record Dates.

                  (a) Any request, demand, authorization, direction, notice,
         consent, waiver or other action provided by this Agreement to be given
         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

                                       16

<PAGE>

         provided, such action shall become effective when such instrument or
         instruments are delivered to the Purchase Contract Agent 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 Agreement and (subject to Section 7.01) conclusive in
         favor of the Purchase Contract Agent and 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 in any manner that the
         Purchase Contract Agent deems sufficient.

                  (c) The ownership of Units shall be proved by the Security
         Register.

                  (d) Any request, demand, authorization, direction, notice,
         consent, waiver or other Act of the Holder of any Unit shall bind every
         future Holder of the same Unit and the Holder of every Certificate
         evidencing such Unit issued upon the registration of transfer thereof
         or in exchange therefor or in lieu thereof in respect of anything done,
         omitted or suffered to be done by the Purchase Contract Agent or the
         Company in reliance thereon, whether or not notation of such action is
         made upon such Certificate.

                  (e) The Company may set any date as a record date for the
         purpose of determining the Holders of Outstanding Units entitled to
         give, make or take any request, demand, authorization, direction,
         notice, consent, waiver or other action provided or permitted by this
         Agreement to be given, made or taken by Holders of Units. If any record
         date is set pursuant to this paragraph, the Holders of the Outstanding
         Corporate Units and the Outstanding Treasury Units, as the case may be,
         on such record date, and no other Holders, shall be entitled to take
         the relevant action with respect to the Corporate Units or the Treasury
         Units, as the case may be, whether or not such Holders remain Holders
         after such record date; provided that no such action shall be effective
         hereunder unless taken prior to or on the applicable Expiration Date by
         Holders of the requisite number of Outstanding Units on such record
         date. Nothing contained in this paragraph shall be construed to prevent
         the Company from setting a new record date for any action for which a
         record date has previously been set pursuant to this paragraph
         (whereupon the record date previously set shall automatically and with
         no action by any Person be cancelled and be of no effect), and nothing
         contained in this paragraph shall be construed to render ineffective
         any action taken by Holders of the requisite number of Outstanding
         Units on the date such action is taken. Promptly after any record date
         is set pursuant to this paragraph, the Company, at its own expense,
         shall cause notice of such record date, the proposed action by Holders
         and the applicable Expiration Date to be given to the Purchase Contract
         Agent in writing and to each Holder of Units in the manner set forth in
         Section 1.06.

                  With respect to any record date set pursuant to this Section
         1.04(e), the Company may designate any date as the "EXPIRATION DATE"
         and from time to time may change the Expiration Date to any earlier or
         later day; provided that no such change shall be effective unless
         notice of

                                       17

<PAGE>

         the proposed new Expiration Date is given to the Purchase Contract
         Agent in writing, and to each Holder of Units in the manner set forth
         in Section 1.06, prior to or on the existing Expiration Date. If an
         Expiration Date is not designated with respect to any record date set
         pursuant to this Section, the Company shall be deemed to have initially
         designated the 180th day after such record date as the Expiration Date
         with respect thereto, subject to its right to change the Expiration
         Date as provided in this paragraph. Notwithstanding the foregoing, no
         Expiration Date shall be later than the 180th day after the applicable
         record date.

                  SECTION 1.5. Notices.

                  Any notice or communication is duly given if in writing and
         delivered in Person or mailed by first-class mail (registered or
         certified, return receipt requested), telecopier (with receipt
         confirmed) or overnight air courier guaranteeing next day delivery, to
         the others' address; provided that notice shall be deemed given to the
         Purchase Contract Agent only upon receipt thereof:

                  If to the Purchase Contract Agent:

                           Bank One Trust Company, N.A.
                           153 West 51st Street
                           New York, New York 10019
                           Attention: Corporate Trust Administration
                           Fax: (212) 373-1383

                  If to the Company:

                           The Chubb Corporation
                           15 Mountain View Road
                           Warren, New Jersey 07061-1615
                           Attention: General Counsel
                           Fax: (908) 903-3607

                  If to the Collateral Agent:

                           BNY Midwest Trust Company
                           2 North LaSalle Street, Suite 1020
                           Chicago, Illinois 60602
                           Attention: Corporate Finance
                           Fax: (312) 827-8542

                  If to the Indenture Trustee:

                           Bank One Trust Company, N.A.
                           153 West 51st Street

                                       18

<PAGE>

                           New York, New York 10019
                           Attention: Corporate Trust Administration
                           Fax: (212) 373-1383

                  The Purchase Contract Agent shall send to the Indenture
         Trustee at the telecopier number set forth above a copy of any notices
         in the form of Exhibits C, D, E or F it sends or receives.

                  SECTION 1.6. Notice to Holders; Waiver.

                  Where this Agreement 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 affected by such event, at its address as it
         appears in the Security 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 Agreement provides for notice
         in any manner, such notice may be waived in writing by the Person
         entitled to receive such 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 Purchase Contract Agent, but such
         filing shall not be a condition precedent to the validity of any action
         taken in reliance upon such waiver.

                  In case by reason of the suspension of regular mail service or
         by reason of any other cause it shall be impracticable to give such
         notice by mail, then such notification as shall be made with the
         approval of the Purchase Contract Agent shall constitute a sufficient
         notification for every purpose hereunder.

                  SECTION 1.7. 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 1.8. Successors and Assigns.

                  All covenants and agreements in this Agreement by the Company
         and the Purchase Contract Agent shall bind their respective successors
         and assigns, whether so expressed or not.

                  SECTION 1.9. Separability Clause.

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

                  SECTION 1.10. Benefits of Agreement.

                                       19

<PAGE>

                  Nothing contained in this Agreement or in the Units, express
         or implied, shall give to any Person, other than the parties hereto and
         their successors hereunder and, to the extent provided hereby, the
         Holders, any benefits or any legal or equitable right, remedy or claim
         under this Agreement. The Holders from time to time shall be
         beneficiaries of this Agreement and shall be bound by all of the terms
         and conditions hereof and of the Units evidenced by their Certificates
         by their acceptance of delivery of such Certificates.

                  SECTION 1.11. Governing Law.

                  This Agreement and the Purchase Contracts represented by the
         Units shall be governed by, and construed in accordance with, the laws
         of the State of New York.

                  SECTION 1.12. Legal Holidays.

                  In any case where any Payment Date shall not be a Business Day
         (notwithstanding any other provision of this Agreement, the Purchase
         Contracts or the Senior Notes), Contract Adjustment Payments or other
         distributions shall not be paid on such date, but Contract Adjustment
         Payments or such other distributions shall be paid on the next
         succeeding Business Day, unless such Business Day is in the next
         succeeding calendar year, in which case such Contract Adjustment
         Payments or other distributions shall be paid on the immediately
         preceding Business Day, in each case with the same force and effect as
         if made on such Payment Date.

                  In any case where the Purchase Contract Settlement Date or any
         Early Settlement Date or Cash Merger Early Settlement Date shall not be
         a Business Day (notwithstanding any other provision of this Agreement
         or the Units), Purchase Contracts shall not be performed and Early
         Settlement and Cash Merger Early Settlement shall not be effected on
         such date, but Purchase Contracts shall be performed or Early
         Settlement or Cash Merger Early Settlement shall be effected, as
         applicable, on the next succeeding Business Day with the same force and
         effect as if made on such Purchase Contract Settlement Date, Early
         Settlement Date or Cash Merger Early Settlement Date, as applicable.

                  SECTION 1.13. Counterparts.

                  This Agreement may be executed in any number of counterparts
         by the parties hereto on separate counterparts, each of which, when so
         executed and delivered, shall be deemed an original, but all such
         counterparts shall together constitute one and the same instrument.

                  SECTION 1.14. Inspection of Agreement.

                  A copy of this Agreement shall be available at all reasonable
         times during normal business hours at the Corporate Trust Office for
         inspection by any Holder or Beneficial Owner.

                  SECTION 1.15. Appointment of Financial Institution as Agent
         for the Company.

                                       20

<PAGE>

                  The Company may appoint a financial institution (which may be
         the Collateral Agent) to act as its agent in performing its obligations
         and in accepting and enforcing performance of the obligations of the
         Purchase Contract Agent and the Holders, under this Agreement and the
         Purchase Contracts, by giving notice of such appointment in the manner
         provided in Section 1.05 hereof. Any such appointment shall not relieve
         the Company in any way from its obligations hereunder.

                  SECTION 1.16. No Waiver.

                  No failure on the part of the Company, the Purchase Contract
         Agent, the Collateral Agent, the Securities Intermediary or any of
         their respective agents to exercise, and no course of dealing with
         respect to, and no delay in exercising, any right, power or remedy
         hereunder shall operate as a waiver thereof; nor shall any single or
         partial exercise by the Company, the Collateral Agent, the Securities
         Intermediary or any of their respective agents of any right, power or
         remedy hereunder preclude any other or further exercise thereof or the
         exercise of any other right, power or remedy. The remedies herein are
         cumulative and are not exclusive of any remedies provided by law.

                                    ARTICLE 2

                                CERTIFICATE FORMS

                  SECTION 2.1. Forms of Certificates Generally.

                  The Certificates (including the form of Purchase Contract
         represented by each Unit evidenced thereby) shall be in substantially
         the form set forth in Exhibit A hereto (in the case of Certificates
         evidencing Corporate Units) or Exhibit B hereto (in the case of
         Certificates evidencing Treasury Units), with such letters, numbers or
         other marks of identification or designation and such legends or
         endorsements printed, lithographed or engraved thereon as may be
         required by the rules of any securities exchange on which the Units are
         listed or any depositary therefor, or as may, consistently herewith, be
         determined by the officers of the Company executing such Certificates,
         as evidenced by their execution of the Certificates.

                  The definitive Certificates shall be produced in any manner as
         determined by the officers of the Company executing the Certificates
         evidencing the Units, consistent with the provisions of this Agreement,
         as evidenced by their execution thereof.

                  Every Global Certificate authenticated, executed on behalf of
         the Holders and delivered hereunder shall bear a legend in
         substantially the following form:

                  THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF
                  THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND

                                       21

<PAGE>

                  IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE
                  DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE
                  "DEPOSITARY"), THE DEPOSITARY OR ANOTHER NOMINEE OF THE
                  DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES
                  REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY
                  OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
                  THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS
                  CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE 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) MAY BE REGISTERED EXCEPT IN LIMITED
                  CIRCUMSTANCES.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
                  REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER,
                  EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REQUESTED
                  IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY
                  AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY
                  PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
                  AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
                  DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
                  VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
                  REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  SECTION 2.2. Form of Purchase Contract Agent's Certificate of
         Authentication.

                  The form of the Purchase Contract Agent's certificate of
         authentication of the Units shall be in substantially the form set
         forth on the form of the applicable Certificates.

                                    ARTICLE 3

                                    THE UNITS

                  SECTION 3.1. Amount; Form and Denominations.

                  The aggregate number of Units evidenced by Certificates
         authenticated, executed on behalf of the Holders and delivered
         hereunder is limited to [  ], except for Certificates authenticated,
         executed and delivered upon registration of transfer of, in exchange
         for, or in lieu of, other Certificates pursuant to Sections 3.04, 3.05,
         3.10, 3.13, 3.14 or 8.05.

                  The Certificates shall be issuable only in registered form and
         only in denominations of a single Corporate Unit or Treasury Unit and
         any integral multiple thereof.

                                       22

<PAGE>

                  SECTION 3.2. Rights and Obligations Evidenced by the
         Certificates.

                  Each Corporate Units Certificate shall evidence the number of
         Corporate Units specified therein, with each such Corporate Unit
         representing (1) the ownership by the Holder thereof of a beneficial
         interest in a Senior Note or the Applicable Ownership Interest in the
         Treasury Portfolio, as the case may be, subject to the Pledge of such
         Senior Note or the Applicable Ownership Interest (as specified in
         clause (i) of the definition of such term) in the Treasury Portfolio,
         as the case may be, by such Holder pursuant to the Pledge Agreement,
         and (2) the rights and obligations of the Holder thereof and the
         Company under one Purchase Contract. The Purchase Contract Agent is
         hereby authorized, as attorney-in-fact for, and on behalf of, the
         Holder of each Corporate Unit, to pledge, pursuant to the Pledge
         Agreement, the Senior Note and the Applicable Ownership Interest (as
         specified in clause (i) of the definition of such term) in the Treasury
         Portfolio, if any, represented by such Corporate Unit, to the
         Collateral Agent for the benefit of the Company, and to grant to the
         Collateral Agent, for the benefit of the Company, a security interest
         in the right, title and interest of such Holder in such Senior Note and
         the Applicable Ownership Interest (as specified in clause (i) of the
         definition of such term) in the Treasury Portfolio, if any, to secure
         the obligation of the Holder under each Purchase Contract to pay the
         Stated Amount of such Purchase Contract and thereby purchase shares of
         Common Stock.

                  Upon the formation of a Treasury Unit pursuant to Section
         3.13, each Treasury Unit Certificate shall evidence the number of
         Treasury Units specified therein, with each such Treasury Unit
         representing (1) the ownership by the Holder thereof of a 1/40
         undivided beneficial interest in a Treasury Security with a principal
         amount equal to $1,000, subject to the Pledge of such interest by such
         Holder pursuant to the Pledge Agreement, and (2) the rights and
         obligations of the Holder thereof and the Company under one Purchase
         Contract. The Purchase Contract Agent is hereby authorized, as
         attorney-in-fact for, and on behalf of, the Holder of each Treasury
         Unit, to pledge, pursuant to the Pledge Agreement, such Holder's
         interest in the Treasury Security represented by such Treasury Unit to
         the Collateral Agent, for the benefit of the Company, and to grant to
         the Collateral Agent, for the benefit of the Company, a security
         interest in the right, title and interest of such Holder in such
         Treasury Security to secure the obligation of the Holder under each
         Purchase Contract to pay the Stated Amount of such Purchase Contract
         and thereby purchase shares of Common Stock.

                  Prior to the purchase of shares of Common Stock under any
         Purchase Contract, such Purchase Contract shall not entitle the Holder
         of the Unit representing such Purchase Contract to any of the rights of
         a holder of shares of Common Stock, including, without limitation, the
         right to vote or receive any dividends or other payments or to consent
         or to receive notice as a shareholder in respect of the meetings of
         shareholders or for the election of directors of the Company or for any
         other matter, or any other rights whatsoever as a shareholder of the
         Company.

                  SECTION 3.3. Execution, Authentication, Delivery and Dating.

                                       23

<PAGE>

                  Subject to the provisions of Sections 3.13 and 3.14 hereof,
         upon the execution and delivery of this Agreement, and at any time and
         from time to time thereafter, the Company may deliver Certificates
         executed by the Company to the Purchase Contract Agent for
         authentication, execution on behalf of the Holders and delivery,
         together with its Issuer Order for authentication of such Certificates,
         and the Purchase Contract Agent in accordance with such Issuer Order
         shall authenticate, execute on behalf of the Holders and deliver such
         Certificates.

                  The Certificates shall be executed on behalf of the Company by
         its Chairman of the Board of Directors, its Vice Chairman of the Board
         of Directors, its Chief Executive Officer, its President, its
         Treasurer, its Secretary or one of its Vice Presidents. The signature
         of any of these officers on the Certificates may be manual or
         facsimile.

                  Certificates 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 Certificates.

                  No Purchase Contract evidenced by a Certificate shall be valid
         until such Certificate has been executed on behalf of the Holder by the
         manual signature of an authorized officer of the Purchase Contract
         Agent, as such Holder's attorney-in-fact. Such signature by an
         authorized officer of the Purchase Contract Agent shall be conclusive
         evidence that the Holder of such Certificate has entered into the
         Purchase Contracts evidenced by such Certificate.

                  Each Certificate shall be dated the date of its
         authentication.

                  No Certificate shall be entitled to any benefit under this
         Agreement or be valid or obligatory for any purpose unless there
         appears on such Certificate a certificate of authentication
         substantially in the form provided for herein executed by an authorized
         officer of the Purchase Contract Agent by manual signature, and such
         certificate upon any Certificate shall be conclusive evidence, and the
         only evidence, that such Certificate has been duly authenticated and
         delivered hereunder.

                  SECTION 3.4. Temporary Certificates.

                  Pending the preparation of definitive Certificates, the
         Company shall execute and deliver to the Purchase Contract Agent, and
         the Purchase Contract Agent shall authenticate, execute on behalf of
         the Holders, and deliver, in lieu of such definitive Certificates,
         temporary Certificates that are in substantially the form set forth in
         Exhibit A or Exhibit B hereto, as the case may be, with such letters,
         numbers or other marks of identification or designation and such
         legends or endorsements printed, lithographed or engraved thereon as
         may be required by the rules of any securities exchange on which the
         Corporate Units or Treasury Units, as the case may be, are listed, or
         as may, consistently herewith, be determined by the officers of the
         Company executing such Certificates, as evidenced by their execution of
         the Certificates.

                                       24

<PAGE>

                  If temporary Certificates are issued, the Company will cause
         definitive Certificates to be prepared without unreasonable delay.
         After the preparation of definitive Certificates, the temporary
         Certificates shall be exchangeable for definitive Certificates upon
         surrender of the temporary Certificates at the Corporate Trust Office,
         at the expense of the Company and without charge to the Holder. Upon
         surrender for cancellation of any one or more temporary Certificates,
         the Company shall execute and deliver to the Purchase Contract Agent,
         and the Purchase Contract Agent shall authenticate, execute on behalf
         of the Holder, and deliver in exchange therefor, one or more definitive
         Certificates of like tenor and denominations and evidencing a like
         number of Units as the temporary Certificate or Certificates so
         surrendered. Until so exchanged, the temporary Certificates shall in
         all respects evidence the same benefits and the same obligations with
         respect to the Units evidenced thereby as definitive Certificates.

                  SECTION 3.5. Registration; Registration of Transfer and
         Exchange.

                  The Purchase Contract Agent shall keep at the Corporate Trust
         Office a register (the "SECURITY REGISTER") in which, subject to such
         reasonable regulations as it may prescribe, the Purchase Contract Agent
         shall provide for the registration of Certificates and of transfers of
         Certificates (the Purchase Contract Agent, in such capacity, the
         "SECURITY REGISTRAR"). The Security Registrar shall record separately
         the registration and transfer of the Certificates evidencing Corporate
         Units and Treasury Units.

                  Upon surrender for registration of transfer of any Certificate
         at the Corporate Trust Office, the Company shall execute and deliver to
         the Purchase Contract Agent, and the Purchase Contract Agent shall
         authenticate, execute on behalf of the designated transferee or
         transferees, and deliver, in the name of the designated transferee or
         transferees, one or more new Certificates of any authorized
         denominations, like tenor, and evidencing a like number of Corporate
         Units or Treasury Units, as the case may be.

                  At the option of the Holder, Certificates may be exchanged for
         other Certificates, of any authorized denominations and evidencing a
         like number of Corporate Units or Treasury Units, as the case may be,
         upon surrender of the Certificates to be exchanged at the Corporate
         Trust Office. Whenever any Certificates are so surrendered for
         exchange, the Company shall execute and deliver to the Purchase
         Contract Agent, and the Purchase Contract Agent shall authenticate,
         execute on behalf of the Holder, and deliver the Certificates that the
         Holder making the exchange is entitled to receive.

                  All Certificates issued upon any registration of transfer or
         exchange of a Certificate shall evidence the ownership of the same
         number of Corporate Units or Treasury Units, as the case may be, and be
         entitled to the same benefits and subject to the same obligations under
         this Agreement as the Corporate Units or Treasury Units, as the case
         may be, evidenced by the Certificate surrendered upon such registration
         of transfer or exchange.

                  Every Certificate presented or surrendered for registration of
         transfer or exchange shall (if so required by the Purchase Contract
         Agent) be duly endorsed, or be accompanied by a written

                                       25

<PAGE>

         instrument of transfer in form satisfactory to the Company and the
         Purchase Contract Agent duly executed, by the Holder thereof or its
         attorney duly authorized in writing.

                  No service charge shall be made for any registration of
         transfer or exchange of a Certificate, but the Company and the Purchase
         Contract Agent may require payment from the Holder of a sum sufficient
         to cover any tax or other governmental charge that may be imposed in
         connection with any registration of transfer or exchange of
         Certificates, other than any exchanges pursuant to Sections 3.04, 3.06
         and 8.05 not involving any transfer.

                  Notwithstanding the foregoing, the Company shall not be
         obligated to execute and deliver to the Purchase Contract Agent, and
         the Purchase Contract Agent shall not be obligated to authenticate,
         execute on behalf of the Holder and deliver any Certificate in exchange
         for any other Certificate presented or surrendered for registration of
         transfer or for exchange on or after the Business Day immediately
         preceding the earliest to occur of any Early Settlement Date with
         respect to such Certificate, any Cash Merger Early Settlement Date with
         respect to such Certificate, the Purchase Contract Settlement Date or
         the Termination Date. In lieu of delivery of a new Certificate, upon
         satisfaction of the applicable conditions specified above in this
         Section and receipt of appropriate registration or transfer
         instructions from such Holder, the Purchase Contract Agent shall:

                           (i)  if the Purchase Contract Settlement Date
                  (including upon any Cash Settlement) or an Early Settlement
                  Date or a Cash Merger Early Settlement Date with respect to
                  such other Certificate has occurred, deliver the shares of
                  Common Stock issuable in respect of the Purchase Contracts
                  represented by the Units evidenced by such other Certificate;
                  or

                           (ii) if a Termination Event shall have occurred prior
                  to the Purchase Contract Settlement Date, transfer the Senior
                  Notes, the Treasury Securities, or the appropriate Applicable
                  Ownership Interest in the Treasury Portfolio, as the case may
                  be, evidenced thereby, in each case subject to the applicable
                  conditions and in accordance with the applicable provisions of
                  Section 3.15 and Article Five hereof.

                  SECTION 3.6. Book-Entry Interests.

                  The Certificates, on original issuance, will be issued in the
         form of one or more fully registered Global Certificates, to be
         delivered to the Depositary or its custodian by, or on behalf of, the
         Company. The Company hereby designates DTC as the initial Depositary.
         Such Global Certificates shall initially be registered on the books and
         records of the Company in the name of Cede & Co., the nominee of the
         Depositary, and no Beneficial Owner will receive a definitive
         Certificate representing such Beneficial Owner's interest in such
         Global Certificate, except as provided in Section 3.09. The Purchase
         Contract Agent shall enter into an agreement with the Depositary if so
         requested by the Company. Unless and until definitive, fully registered
         Certificates have been issued to Beneficial Owners pursuant to Section
         3.09:

                                       26

<PAGE>

                           (i)   the provisions of this Section 3.06 shall be in
                  full force and effect;

                           (ii)  the Company and the Purchase Contract Agent
                  shall be entitled to deal with the Depositary for all purposes
                  of this Agreement (including, without limitation, making
                  payments of Contract Adjustment Payments and receiving
                  approvals, votes or consents hereunder) as the Holder of the
                  Units and the sole holder of the Global Certificates and shall
                  have no obligation to the Beneficial Owners;

                           (iii) to the extent that the provisions of this
                  Section 3.06 conflict with any other provisions of this
                  Agreement, the provisions of this Section 3.06 shall control;
                  and

                           (iv)  the rights of the Beneficial Owners shall be
                  exercised only through the Depositary and shall be limited to
                  those established by law and agreements between such
                  Beneficial Owners and the Depositary or the Depositary
                  Participants.

         Transfers of securities evidenced by Global Certificates shall be made
         through the facilities of the Depositary, and any cancellation of, or
         increase or decrease in the number of, such securities (including the
         creation of Treasury Units and the recreation of Corporate Units
         pursuant to Sections 3.13 and 3.14 respectively) shall be accomplished
         by making appropriate annotations on the Schedule of Increases and
         Decreases for such Global Certificate.

                  SECTION 3.7. Notices to Holders.

                  Whenever a notice or other communication to the Holders is
         required to be given under this Agreement, the Company or the Company's
         agent shall give such notices and communications to the Holders and,
         with respect to any Units registered in the name of the Depositary or
         the nominee of the Depositary, the Company or the Company's agent
         shall, except as set forth herein, have no obligations to the
         Beneficial Owners.

                  SECTION 3.8. Appointment of Successor Depositary.

                  If the Depositary elects to discontinue its services as
         securities depositary with respect to the Units, the Company may, in
         its sole discretion, appoint a successor Depositary with respect to the
         Units.

                  SECTION 3.9. Definitive Certificates.

                  If:

                           (i)   the Depositary notifies the Company that it is
                  unwilling or unable to continue its services as securities
                  depositary with respect to the Units and no successor
                  Depositary has been appointed pursuant to Section 3.08 within
                  90 days after such notice; or

                                       27

<PAGE>

                           (ii)  the Depositary ceases to be a "clearing agency"
                  registered under Section 17A of the Exchange Act when the
                  Depositary is required to be so registered to act as the
                  Depositary and so notifies the Company, and no successor
                  Depositary has been appointed pursuant to Section 3.08 within
                  90 days after such notice; or

                           (iii) the Company determines in its discretion that
                  the Global Certificates shall be exchangeable for definitive
                  Certificates,

then(x) definitive Certificates evidencing the Units shall be prepared by the
         Company and delivered to the Purchase Contract Agent and (y) upon
         surrender of the Global Certificates evidencing the Units by the
         Depositary, accompanied by registration instructions, the Company shall
         cause definitive Certificates to be delivered to Beneficial Owners in
         accordance with the instructions of the Depositary. The Company and the
         Purchase Contract Agent shall not be liable for any delay in delivery
         of such instructions and may conclusively rely on and shall be
         authorized and protected in relying on, such instructions. Each
         definitive Certificate so delivered shall evidence Units of the same
         kind and tenor as the Global Certificate so surrendered in respect
         thereof.

                  SECTION 3.10. Mutilated, Destroyed, Lost and Stolen
         Certificates.

                  If any mutilated Certificate is surrendered to the Purchase
         Contract Agent, the Company shall execute and deliver to the Purchase
         Contract Agent, and the Purchase Contract Agent shall authenticate,
         execute on behalf of the Holder, and deliver in exchange therefor, a
         new Certificate, evidencing the same number of Corporate Units or
         Treasury Units, as the case may be, and bearing a Certificate number
         not contemporaneously outstanding.

                  If there shall be delivered to the Company and the Purchase
         Contract Agent (i) evidence to their satisfaction of the destruction,
         loss or theft of any Certificate, and (ii) such security or indemnity
         as may be required by them to hold each of them and any agent of any of
         them harmless, then, in the absence of notice to the Company or the
         Purchase Contract Agent that such Certificate has been acquired by a
         protected purchaser, the Company shall execute and deliver to the
         Purchase Contract Agent, and the Purchase Contract Agent shall
         authenticate, execute on behalf of the Holder, and deliver to the
         Holder, in lieu of any such destroyed, lost or stolen Certificate, a
         new Certificate, evidencing the same number of Corporate Units or
         Treasury Units, as the case may be, and bearing a Certificate number
         not contemporaneously outstanding.

                  Notwithstanding the foregoing, the Company shall not be
         obligated to execute and deliver to the Purchase Contract Agent, and
         the Purchase Contract Agent shall not be obligated to authenticate,
         execute on behalf of the Holder, and deliver to the Holder, a
         Certificate on or after the Business Day immediately preceding the
         earliest of any Early Settlement Date with respect to such lost or
         mutilated Certificate, any Cash Merger Early Settlement Date with
         respect to such lost or mutilated Certificate, the Purchase Contract
         Settlement Date or the Termination Date. In lieu of delivery of a new
         Certificate, upon satisfaction of the applicable conditions specified
         above in this Section and receipt of appropriate registration or
         transfer instructions from such Holder, the Purchase Contract Agent
         shall:

                                       28

<PAGE>

                           (i)  if the Purchase Contract Settlement Date or
                  Early Settlement Date or Cash Merger Early Settlement Date
                  with respect to such lost, stolen, destroyed or mutilated
                  Certificate has occurred, deliver the shares of Common Stock
                  issuable in respect of the Purchase Contracts represented by
                  the Units evidenced by such Certificate; or

                           (ii) if a Cash Settlement with respect to such lost
                  or mutilated Certificate or if a Termination Event shall have
                  occurred prior to the Purchase Contract Settlement Date,
                  transfer the Senior Notes, the Treasury Securities or the
                  appropriate Applicable Ownership Interest (as specified in
                  clause (i) of the definition of such term) in the Treasury
                  Portfolio, as the case may be, evidenced thereby, in each case
                  subject to the applicable conditions and in accordance with
                  the applicable provisions of Section 3.15 and Article Five
                  hereof.

                  Upon the issuance of any new Certificate under this Section,
         the Company and the Purchase Contract Agent may require the payment by
         the Holder of a sum sufficient to cover any tax or other governmental
         charge that may be imposed in relation thereto and any other fees and
         expenses (including, without limitation, the fees and expenses of the
         Purchase Contract Agent) connected therewith.

                  Every new Certificate issued pursuant to this Section in lieu
         of any destroyed, lost or stolen Certificate shall constitute an
         original additional contractual obligation of the Company and of the
         Holder in respect of the Units evidenced thereby, whether or not the
         destroyed, lost or stolen Certificate (and the Units evidenced thereby)
         shall be at any time enforceable by anyone, and shall be entitled to
         all the benefits and be subject to all the obligations of this
         Agreement equally and proportionately with any and all other
         Certificates delivered 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 Certificates.

                  SECTION 3.11. Persons Deemed Owners.

                  Prior to due presentment of a Certificate for registration of
         transfer, the Company and the Purchase Contract Agent, and any agent of
         the Company or the Purchase Contract Agent, may treat the Person in
         whose name such Certificate is registered as the owner of the Units
         evidenced thereby for purposes of (subject to any applicable record
         date) any payment or distribution on the Senior Notes or on the
         Applicable Ownership Interests (as specified in clause (ii) of the
         definition of such term) in the Treasury Portfolio (if any), as
         applicable, payment of Contract Adjustment Payments and performance of
         the Purchase Contracts and for all other purposes whatsoever in
         connection with such Units, whether or not such payment, distribution,
         or performance shall be overdue and notwithstanding any notice to the
         contrary, and neither the Company nor the Purchase Contract Agent, nor
         any agent of the Company or the Purchase Contract Agent, shall be
         affected by notice to the contrary.

                                       29

<PAGE>

                  Notwithstanding the foregoing, with respect to any Global
         Certificate, nothing contained herein shall prevent the Company, the
         Purchase Contract Agent or any agent of the Company or the Purchase
         Contract Agent from giving effect to any written certification, proxy
         or other authorization furnished by the Depositary (or its nominee), as
         a Holder, with respect to such Global Certificate, or impair, as
         between such Depositary and the related Beneficial Owner, the operation
         of customary practices governing the exercise of rights of the
         Depositary (or its nominee) as Holder of such Global Certificate. None
         of the Company, the Purchase Contract Agent or any agent of the Company
         or the Purchase Contract Agent will have any responsibility or
         liability for any aspect of the records relating to or payments made on
         account of beneficial ownership interests of a Global Certificate or
         maintaining, supervising or reviewing any records relating to such
         beneficial ownership interests.

                  SECTION 3.12. Cancellation.

                  All Certificates surrendered for delivery of shares of Common
         Stock on or after the Purchase Contract Settlement Date or upon the
         transfer of Senior Notes, or for delivery of the appropriate Applicable
         Ownership Interest in the Treasury Portfolio or Treasury Securities, as
         the case may be, after the occurrence of a Termination Event or
         pursuant to a Cash Settlement, an Early Settlement or a Cash Merger
         Early Settlement, or upon the registration of transfer or exchange of a
         Unit, or a Collateral Substitution or the recreation of Corporate Units
         shall, if surrendered to any Person other than the Purchase Contract
         Agent, be delivered to the Purchase Contract Agent along with
         appropriate written instructions regarding the cancellation thereof
         and, if not already cancelled, shall be promptly cancelled by it. The
         Company may at any time deliver to the Purchase Contract Agent for
         cancellation any Certificates previously authenticated, executed and
         delivered hereunder that the Company may have acquired in any manner
         whatsoever, and all Certificates so delivered shall, upon an Issuer
         Order, be promptly cancelled by the Purchase Contract Agent. No
         Certificates shall be authenticated, executed on behalf of the Holder
         and delivered in lieu of or in exchange for any Certificates cancelled
         as provided in this Section, except as expressly permitted by this
         Agreement. All cancelled Certificates held by the Purchase Contract
         Agent shall be disposed of in accordance with its customary practices.

                  If the Company or any Affiliate of the Company shall acquire
         any Certificate, such acquisition shall not operate as a cancellation
         of such Certificate unless and until such Certificate is delivered to
         the Purchase Contract Agent cancelled or for cancellation.

                  SECTION 3.13. Creation of Treasury Units by Substitution of
         Treasury Securities.

                  Unless the Treasury Portfolio has replaced the Senior Notes
         represented by the Corporate Units, and subject to the conditions set
         forth in this Agreement, a Holder may, at any time from and after the
         date of this Agreement and prior to 5:00 p.m. (New York City time) on
         the fifth Business Day immediately preceding the Purchase Contract
         Settlement Date, effect a Collateral Substitution and separate the
         Senior Notes represented by such Holder's Corporate Units from the
         Purchase Contracts so represented by substituting, for such Senior
         Notes, Treasury Securities in an aggregate principal amount at maturity
         equal to the aggregate principal amount of such

                                       30

<PAGE>

         Senior Notes; provided that Holders may make such Collateral
         Substitutions only in integral multiples of 40 Corporate Units. To
         effect such substitution, the Holder must:

                           (1)      deposit with the Securities Intermediary
                                    Treasury Securities having an aggregate
                                    principal amount at maturity equal to the
                                    aggregate principal amount of the Senior
                                    Notes represented by such Corporate Units;
                                    and

                           (2)      transfer the related Corporate Units to the
                                    Purchase Contract Agent accompanied by a
                                    notice to the Purchase Contract Agent,
                                    substantially in the form of Exhibit C
                                    hereto, (i) stating that the Holder has
                                    deposited the relevant amount of Treasury
                                    Securities with the Securities Intermediary
                                    and (ii) requesting that the Purchase
                                    Contract Agent instruct the Collateral Agent
                                    to release the Senior Notes represented by
                                    such Corporate Units, whereupon the Purchase
                                    Contract Agent shall promptly provide an
                                    instruction to such effect to the Collateral
                                    Agent, substantially in the form of Exhibit
                                    A to the Pledge Agreement.

                  Upon receipt of the Treasury Securities described in clause
         (1) above and the instruction described in clause (2) above, in
         accordance with the terms of the Pledge Agreement, the Collateral Agent
         will cause the Securities Intermediary to effect the release of such
         Senior Notes from the Pledge, free and clear of the Company's security
         interest therein, and the transfer of such Senior Notes to the Purchase
         Contract Agent on behalf of the Holder. Upon receipt of such Senior
         Notes, the Purchase Contract Agent shall promptly:

                           (i) cancel the related Corporate Units;

                           (ii) transfer the Senior Notes to the Holder (such
                  Senior Notes shall be tradeable as a separate security,
                  independent of the resulting Treasury Units); and

                           (iii) authenticate, execute on behalf of such Holder
                  and deliver Treasury Units in book-entry form or, if
                  applicable, in the form of a Treasury Units Certificate
                  executed by the Company in accordance with Section 3.03,
                  representing the same number of Purchase Contracts as were
                  represented by the cancelled Corporate Units.

                  Holders who elect to separate the Senior Notes from the
         related Purchase Contracts and to substitute Treasury Securities for
         such Senior Notes shall be responsible for any fees or expenses
         (including, without limitation, fees and expenses payable to the
         Collateral Agent for its services as Collateral Agent) in respect of
         the substitution, and neither the Company nor the Purchase Contract
         Agent shall be responsible for any such fees or expenses.

                  If the Treasury Portfolio has replaced the Senior Notes
         represented by the Corporate Units and subject to the conditions set
         forth in this Agreement, a Holder may, at any time on or prior to the
         second Business Day immediately preceding the Purchase Contract
         Settlement Date, substitute Treasury Securities for the Applicable
         Ownership Interests in the Treasury Portfolio

                                       31

<PAGE>

         represented by such Corporate Units, but only in integral multiples of
         4,000 Corporate Units. In such an event, the Holder shall transfer
         Treasury Securities to the Securities Intermediary, and the Purchase
         Contract Agent shall instruct the Collateral Agent to release the
         Pledge of and transfer to the Holder the appropriate Applicable
         Ownership Interests in the Treasury Portfolio in the manner set forth
         above.

                  In the event a Holder making a Collateral Substitution
         pursuant to this Section 3.13 fails to effect a book-entry transfer of
         the Corporate Units or fails to deliver Corporate Units Certificates to
         the Purchase Contract Agent after depositing Treasury Securities with
         the Securities Intermediary, any distributions on the Senior Notes or
         Applicable Ownership Interest in the Treasury Portfolio represented by
         such Corporate Units shall be held in the name of the Purchase Contract
         Agent or its nominee in trust for the benefit of such Holder, until
         such Corporate Units are so transferred or the Corporate Units
         Certificate is so delivered, as the case may be, or, such Holder
         provides evidence satisfactory to the Company and the Purchase Contract
         Agent that such Corporate Units Certificate has been destroyed, lost or
         stolen, together with any indemnity that may be required by the
         Purchase Contract Agent and the Company.

                  Except as described in Section 5.02 or in this Section 3.13 or
         in connection with a Cash Settlement, an Early Settlement, a Cash
         Merger Early Settlement or a Termination Event, for so long as the
         Purchase Contract represented by a Corporate Unit remains in effect,
         such Corporate Units shall not be separable into the Purchase Contracts
         and Senior Notes or Applicable Ownership Interests in the Treasury
         Portfolio, as the case may be, represented thereby, and the rights and
         obligations of the Holder in respect of the Senior Notes or Applicable
         Ownership Interests in the Treasury Portfolio, as the case may be, and
         the Purchase Contract represented by such Corporate Units may be
         acquired, and may be transferred and exchanged, only as a Corporate
         Unit.

                  SECTION 3.14. Recreation of Corporate Units.

                  Unless the Treasury Portfolio has replaced the Senior Notes
         represented by the Corporate Units, and subject to the conditions set
         forth in this Agreement, a Holder of Treasury Units may recreate
         Corporate Units at any time on or prior to 5:00 p.m. (New York City
         time) on the fifth Business Day immediately preceding the Purchase
         Contract Settlement Date; provided that Holders of Treasury Units may
         only recreate Corporate Units in integral multiples of 40 Treasury
         Units. To recreate Corporate Units, the Holder must:

                           (1)      transfer to the Securities Intermediary
                                    Senior Notes having an aggregate principal
                                    amount equal to the aggregate principal
                                    amount at stated maturity of the Treasury
                                    Securities represented by the Treasury
                                    Units; and

                           (2)      transfer the related Treasury Units to the
                                    Purchase Contract Agent accompanied by a
                                    notice to the Purchase Contract Agent,
                                    substantially in the form of Exhibit C
                                    hereto, (i) stating that the Holder has
                                    transferred the relevant amount of Senior
                                    Notes to the Securities Intermediary and
                                    (ii)

                                       32

<PAGE>

                                    requesting that the Purchase Contract Agent
                                    instruct the Collateral Agent to release the
                                    Treasury Securities represented by such
                                    Treasury Units, whereupon the Purchase
                                    Contract Agent shall promptly provide an
                                    instruction to such effect to the Collateral
                                    Agent, substantially in the form of Exhibit
                                    C to the Pledge Agreement.

         Upon receipt of the Senior Notes described in clause (1) above and the
         instruction described in clause (2) above, in accordance with the terms
         of the Pledge Agreement, the Collateral Agent will cause the Securities
         Intermediary to effect the release of the Treasury Securities having a
         corresponding aggregate principal amount at maturity from the Pledge,
         free and clear of the Company's security interest therein, and the
         transfer thereof to the Purchase Contract Agent on behalf of the
         Holder. Upon receipt of such Treasury Securities, the Purchase Contract
         Agent shall promptly:

                           (i) cancel the related Treasury Units;

                           (ii) transfer the Treasury Securities to the Holder;
                  and

                           (iii) authenticate, execute on behalf of such Holder
                  and deliver Corporate Units in book-entry form or, if
                  applicable, in the form of a Corporate Units Certificate
                  executed by the Company in accordance with Section 3.03,
                  representing the same number of Purchase Contracts as were
                  represented by the cancelled Treasury Units.

                  Holders who elect to recreate Corporate Units shall be
         responsible for any fees or expenses (including, without limitation,
         fees and expenses payable to the Collateral Agent for its services as
         Collateral Agent) in respect of the recreation, and neither the Company
         nor the Purchase Contract Agent shall be responsible for any such fees
         or expenses.

                  If the Treasury Portfolio has replaced the Senior Notes
         represented by the Corporate Units, a Holder may at any time on or
         prior to the second Business Day immediately preceding the Purchase
         Contract Settlement Date substitute the Applicable Ownership Interests
         in the Treasury Portfolio for Treasury Securities, but only in
         multiples of 4,000 Treasury Units. In such an event, the Holder shall
         transfer the appropriate Applicable Ownership Interests in the Treasury
         Portfolio to the Collateral Agent, and the Purchase Contract Agent
         shall instruct the Collateral Agent to release the Pledge of and
         transfer to the Holder Treasury Securities in the manner set forth
         above.

                  Except as provided in Section 5.02 or in this Section 3.14 or
         in connection with a Cash Settlement, an Early Settlement, a Cash
         Merger Early Settlement or a Termination Event, for so long as the
         Purchase Contract represented by a Treasury Unit remains in effect,
         such Treasury Unit shall not be separable into its constituent parts
         and the rights and obligations of the Holder of such Treasury Unit in
         respect of the 1/40 of a Treasury Security and the Purchase Contract
         represented by such Treasury Unit may be acquired, and may be
         transferred and exchanged, only as a Treasury Unit.

                                       33

<PAGE>

                  SECTION 3.15. Transfer of Collateral upon Occurrence of
         Termination Event.

                  Upon the occurrence of a Termination Event and the transfer to
         the Purchase Contract Agent of the Senior Notes, the appropriate
         Applicable Ownership Interests in the Treasury Portfolio or the
         Treasury Securities, as the case may be, represented by the Corporate
         Units or the Treasury Units, as the case may be, pursuant to the terms
         of the Pledge Agreement, the Purchase Contract Agent shall request
         transfer instructions with respect to such Senior Notes, the
         appropriate Applicable Ownership Interests in the Treasury Portfolio or
         Treasury Securities, as the case may be, from each Holder by written
         request, substantially in the form of Exhibit D hereto, mailed to such
         Holder at its address as it appears in the Security Register.

                  Upon book-entry transfer of the Corporate Units or the
         Treasury Units or delivery of a Corporate Units Certificate or Treasury
         Units Certificate to the Purchase Contract Agent with such transfer
         instructions, the Purchase Contract Agent shall transfer the Senior
         Notes, the appropriate Applicable Ownership Interests in the Treasury
         Portfolio or Treasury Securities, as the case may be, represented by
         such Corporate Units or Treasury Units, as the case may be, to such
         Holder by book-entry transfer, or other appropriate procedures, in
         accordance with such instructions. In the event a Holder of Corporate
         Units or Treasury Units fails to effect such transfer or delivery, the
         Senior Notes, the appropriate Applicable Ownership Interests in the
         Treasury Portfolio or Treasury Securities, as the case may be,
         represented by such Corporate Units or Treasury Units, as the case may
         be, and any distributions thereon, shall be held in the name of the
         Purchase Contract Agent or its nominee in trust for the benefit of such
         Holder, until the earlier to occur of:

                           (i) the transfer of such Corporate Units or Treasury
                  Units or surrender of the Corporate Units Certificate or
                  Treasury Units Certificate or the receipt by the Company and
                  the Purchase Contract Agent from such Holder of satisfactory
                  evidence that such Corporate Units Certificate or Treasury
                  Units Certificate has been destroyed, lost or stolen, together
                  with any indemnity that may be required by the Purchase
                  Contract Agent and the Company; and

                           (ii) the expiration of the time period specified in
                  the abandoned property laws of the relevant State in which the
                  Purchase Contract Agent holds such property.

                  SECTION 3.16. No Consent to Assumption.

                  Each Holder of a Unit, by acceptance thereof, shall be deemed
         expressly to have withheld any consent to the assumption under Section
         365 of the Bankruptcy Code or otherwise, of the Purchase Contract by
         the Company or its trustee, receiver, liquidator or a person or entity
         performing similar functions in the event that the Company becomes the
         debtor under the Bankruptcy Code or subject to other similar state or
         Federal law providing for reorganization or liquidation.

                                       34

<PAGE>

                                    ARTICLE 4

  THE SENIOR NOTES AND APPLICABLE OWNERSHIP INTERESTS IN THE TREASURY PORTFOLIO

                  SECTION 4.1. Interest Payments; Rights to Interest Payments
         Preserved.

                  Any payment on any Senior Note or on the appropriate
         Applicable Ownership Interests (as specified in clause (ii) of the
         definition of such term) in the Treasury Portfolio, as the case may be,
         which is paid on any Payment Date shall, subject to receipt thereof by
         the Purchase Contract Agent from the Collateral Agent as provided by
         the terms of the Pledge Agreement, be paid to the Person in whose name
         the Corporate Units Certificate (or one or more Predecessor Corporate
         Units Certificates) representing such Senior Note or the appropriate
         Applicable Ownership Interests in the Treasury Portfolio, as the case
         may be, is registered at the close of business on the Record Date for
         such Payment Date.

                  Each Corporate Units Certificate evidencing Senior Notes or
         the appropriate Applicable Ownership Interests in the Treasury
         Portfolio delivered under this Agreement upon registration of transfer
         of or in exchange for or in lieu of any other Corporate Units
         Certificate shall carry the right to accrued and unpaid interest or
         distributions, and to accrue interest or distributions, which were
         carried by the Senior Notes or the appropriate Applicable Ownership
         Interests in the Treasury Portfolio represented by such other Corporate
         Units Certificate.

                  In the case of any Corporate Unit with respect to which (A)
         Cash Settlement of the Purchase Contract represented by such Corporate
         Unit is properly effected pursuant to Section 5.02 hereof, (B) Early
         Settlement of the Purchase Contract represented by such Corporate Unit
         is properly effected pursuant to Section 5.07 hereof, (C) Cash Merger
         Early Settlement of the Purchase Contract represented by such Corporate
         Unit is properly effected pursuant to Section 5.04(b)(2) hereof, (D) a
         Collateral Substitution is properly effected pursuant to Section 3.13,
         or (E) a Successful Initial Remarketing occurs with respect to the
         Senior Note that is represented by such Corporate Unit, in each case on
         a date that is after any Record Date and prior to or on the next
         succeeding Payment Date, interest on the Senior Notes or distributions
         on the appropriate Applicable Ownership Interests in the Treasury
         Portfolio, as the case may be, represented by such Corporate Unit
         otherwise payable on such Payment Date shall be payable on such Payment
         Date notwithstanding such Cash Settlement, Early Settlement, Cash
         Merger Early Settlement, Collateral Substitution or Initial
         Remarketing, and such payment or distributions shall, subject to
         receipt thereof by the Purchase Contract Agent, be payable to the
         Person in whose name the Corporate Units Certificate (or one or more
         Predecessor Corporate Units Certificates) was registered at the close
         of business on the Record Date.

                  Except as otherwise expressly provided in the immediately
         preceding paragraph, in the case of any Corporate Units with respect to
         which Cash Settlement, Early Settlement or Cash Merger Early Settlement
         of the Purchase Contract represented by such Corporate Unit is properly
         effected, or with respect to which a Collateral Substitution has been
         effected, payments on the related Senior Notes or distributions on the
         appropriate Applicable Ownership Interests in the

                                       35

<PAGE>

         Treasury Portfolio, as the case may be, that would otherwise be payable
         or made after the Purchase Contract Settlement Date, Early Settlement
         Date, Cash Merger Early Settlement Date or the date of the Collateral
         Substitution, as the case may be, shall not be payable hereunder to the
         Holder of such Corporate Units; provided, however, that to the extent
         that such Holder continues to hold Separate Senior Notes or Applicable
         Ownership Interests in the Treasury Portfolio that were formerly
         represented by such Holder's Corporate Units, such Holder shall be
         entitled to receive interest on such Separate Senior Notes or
         distributions on the Applicable Ownership Interests in the Treasury
         Portfolio.

                  SECTION 4.2. Notice and Voting.

                  Under the terms of the Pledge Agreement, the Purchase Contract
         Agent will be entitled to exercise the voting and any other consensual
         rights pertaining to the Pledged Senior Notes, but only to the extent
         instructed in writing by the Holders as described below. Upon receipt
         of notice of any meeting at which holders of Senior Notes are entitled
         to vote or upon any solicitation of consents, waivers or proxies of
         holders of Senior Notes, the Purchase Contract Agent shall, as soon as
         practicable thereafter, mail, first class, postage pre-paid, to the
         Holders of Corporate Units a notice:

                           (i) containing such information as is contained in
                  the notice or solicitation;

                           (ii) stating that each Holder on the record date set
                  by the Purchase Contract Agent therefor (which, to the extent
                  possible, shall be the same date as the record date for
                  determining the holders of Senior Notes, as the case may be,
                  entitled to vote) shall be entitled to instruct the Purchase
                  Contract Agent as to the exercise of the voting rights
                  pertaining to such Senior Notes represented by their Corporate
                  Units; and

                           (iii) stating the manner in which such instructions
                  may be given.

         Upon the written request of the Holders of Corporate Units on such
         record date received by the Purchase Contract Agent at least six days
         prior to such meeting, the Purchase Contract Agent shall endeavor
         insofar as practicable to vote or cause to be voted, in accordance with
         the instructions set forth in such requests, the maximum number of
         Senior Notes, as the case may be, as to which any particular voting
         instructions are received. In the absence of specific instructions from
         the Holder of a Corporate Unit, the Purchase Contract Agent shall
         abstain from voting the Senior Notes represented by such Corporate
         Unit. The Company hereby agrees, if applicable, to solicit Holders of
         Corporate Units to timely instruct the Purchase Contract Agent in order
         to enable the Purchase Contract Agent to vote such Senior Notes.

                  The Holders of Corporate Units and Treasury Units shall have
         no voting or other rights in respect of Common Stock.

                  SECTION 4.3. Special Event Redemption.

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<PAGE>

                  (a) If the Company elects to redeem the Senior Notes on any
         Payment Date following the occurrence of a Special Event as permitted
         by the Indenture, it shall notify the Collateral Agent in writing that
         a Special Event has occurred and that it intends to redeem the Senior
         Notes and the Special Event Redemption Date. On the Special Event
         Redemption Date, the Collateral Agent shall surrender the Pledged
         Senior Notes to the Indenture Trustee against delivery of an amount
         equal to the aggregate Redemption Price for such Pledged Senior Notes.
         Thereafter, pursuant to the terms of the Pledge Agreement, the
         Collateral Agent shall cause the Securities Intermediary to apply an
         amount equal to the aggregate Redemption Amount of such funds to
         purchase on behalf of the Holders of Corporate Units the Treasury
         Portfolio and promptly remit the remaining portion of such funds to the
         Purchase Contract Agent for payment to the Holders of such Corporate
         Units.

                  (b) Upon the occurrence of a Special Event Redemption, (i) the
         Applicable Ownership Interests (as specified in clause (i) of the
         definition of such term) in the Treasury Portfolio will be substituted
         as Collateral for the Pledged Senior Notes and will be held by the
         Securities Intermediary in accordance with the terms of the Pledge
         Agreement to secure the obligation of each Holder of a Corporate Unit
         to pay the Stated Amount of the related Purchase Contract and thereby
         purchase Common Stock of the Company thereunder, (ii) the Holders of
         Corporate Units and the Collateral Agent shall have such security
         interest rights and obligations with respect to such Applicable
         Ownership Interests (as specified in clause (i) of the definition of
         such term) as the Holders of Corporate Units and the Collateral Agent
         had in respect of the Senior Notes, as the case may be, subject to the
         Pledge thereof as provided in the Pledge Agreement, and (iii) any
         reference herein to the Senior Notes shall be deemed to be a reference
         to such Applicable Ownership Interests (as specified in clause (i) of
         the definition of such term) in the Treasury Portfolio. The Company may
         cause to be made in any Corporate Units Certificates thereafter to be
         issued such change in phraseology and form (but not in substance) as
         may be appropriate to reflect the substitution of the Applicable
         Ownership Interests (as specified in clause (i) of the definition of
         such term) in the Treasury Portfolio for Senior Notes as Collateral.

                  (c) The Holders of Separate Senior Notes shall directly
         receive the redemption price for the Separate Senior Notes.

                                    ARTICLE 5

                             THE PURCHASE CONTRACTS

                  SECTION 5.1. Purchase of Shares of Common Stock.

                  (a) Each Purchase Contract shall obligate the Holder of the
         related Units to purchase, and the Company to sell, on the Purchase
         Contract Settlement Date at a price equal to the Stated Amount, a
         number of newly issued shares of Common Stock (subject to Section 5.09)
         equal to the Settlement Rate unless an Early Settlement, a Cash Merger
         Early Settlement or a Termination Event with respect to such Purchase
         Contract shall have occurred. The "SETTLEMENT RATE" is equal to:

                                       37

<PAGE>

                           (i) if the Adjusted Applicable Market Value (as
                  defined below) is greater than $[ ] (the "THRESHOLD
                  APPRECIATION PRICE"), [ ] shares of Common Stock per Purchase
                  Contract;

                           (ii) if the Adjusted Applicable Market Value is less
                  than or equal to the Threshold Appreciation Price but greater
                  than or equal to $[ ] (the "REFERENCE PRICE"), the number of
                  shares of Common Stock per Purchase Contract having a value
                  equal to the Stated Amount divided by the Adjusted Applicable
                  Market Value;

                           (iii) if the Adjusted Applicable Market Value is less
                  than the Reference Price, [ ] shares of Common Stock per
                  Purchase Contract;

         in each case subject to adjustment as provided in Section 5.04 (and in
         each case rounded upward or downward to the nearest 1/10,000th of a
         share).

                  The "APPLICABLE MARKET VALUE" means the average of the Closing
         Price per share of Common Stock on each of the 20 consecutive Trading
         Days ending on the third Trading Day immediately preceding the Purchase
         Contract Settlement Date, subject to adjustments set forth under
         Section 5.04 hereof.

                  The "ADJUSTED APPLICABLE MARKET VALUE" means (i) prior to any
         adjustment of the Settlement Rate pursuant to paragraph (1), (2), (3),
         (4), (5), (6), (7) or (10) of Section 5.04(a), the Applicable Market
         Value, and (ii) at the time of and after any adjustment of the
         Settlement Rate pursuant to paragraph (1), (2), (3), (4), (5), (6), (7)
         or (10) of Section 5.04(a), the Applicable Market Value multiplied by a
         fraction of which the numerator shall be the Settlement Rate
         immediately after such adjustment pursuant to paragraph (1), (2), (3),
         (4), (5), (6), (7) or (10) of Section 5.04(a) and the denominator shall
         be the Settlement Rate immediately prior to such adjustment; provided,
         however, that if such adjustment to the Settlement Rate is required to
         be made pursuant to the occurrence of any of the events contemplated by
         paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of Section 5.04(a)
         during the period taken into consideration for determining the
         Applicable Market Value, appropriate and customary adjustments shall be
         made to the Settlement Rate.

                  The "CLOSING PRICE" per share of Common Stock on any date of
         determination means:

                           (i) the closing sale price as of the close of the
                  principal trading session (or, if no closing price is
                  reported, the last reported sale price) per share on the New
                  York Stock Exchange, Inc. (the "NYSE") on such date;

                           (ii) if the Common Stock is not listed for trading on
                  the NYSE on any such date, the closing sale price (or, if no
                  closing price is reported, the last reported sale price) per
                  share as reported in the composite transactions for the
                  principal United States national or regional securities
                  exchange on which the Common Stock is so listed;

                                       38

<PAGE>

                           (iii) if the Common Stock is not so listed on a
                  United States national or regional securities exchange, the
                  last reported sale price per share as reported by The Nasdaq
                  National Market, Inc.;

                           (iv) if the Common Stock is not so reported by the
                  Nasdaq National Market, Inc., the last quoted bid price for
                  the Common Stock in the over-the-counter market as reported by
                  the National Quotation Bureau or similar organization; or

                           (v) if the bid price referred to in clause (iv) is
                  not available, the market value of Common Stock on such date
                  as determined by a nationally recognized independent
                  investment banking firm retained by the Company for purposes
                  of determining the Closing Price.

                  A "TRADING DAY" means a day on which the Common Stock (1) is
         not suspended from trading on any national or regional securities
         exchange or association or over-the-counter market at the close of
         business and (2) has traded at least once on the national or regional
         securities exchange or association or over-the-counter market that is
         the primary market for the trading of the Common Stock.

                  (b) Each Holder of a Corporate Unit or a Treasury Unit, by its
         acceptance of such Unit:

                           (i) irrevocably authorizes the Purchase Contract
                  Agent to enter into and perform the Purchase Contract
                  represented thereby on its behalf as its attorney-in-fact
                  (including, without limitation, the execution of Certificates
                  on behalf of such Holder);

                           (ii) agrees to be bound by the terms and provisions
                  thereof;

                           (iii) covenants and agrees to perform its obligations
                  under such Purchase Contract for so long as such Holder
                  remains a Holder of a Corporate Unit or a Treasury Unit
                  representing such Purchase Contract;

                           (iv) consents to the provisions hereof;

                           (v) irrevocably authorizes the Purchase Contract
                  Agent to enter into and perform this Agreement and the Pledge
                  Agreement on its behalf and in its name as its
                  attorney-in-fact;

                           (vi) consents to, and agrees to be bound by, the
                  Pledge of such Holder's right, title and interest in and to
                  the Collateral Account, including the Senior Notes and the
                  Applicable Ownership Interests (as specified in clause (i) of
                  the definition of such term) in the Treasury Portfolio or the
                  Treasury Securities pursuant to the Pledge Agreement; and

                                       39

<PAGE>

                           (vii) for United States federal, state and local
                  income and franchise tax purposes, agrees to (i) treat an
                  acquisition of the Corporate Units as an acquisition of the
                  Senior Note and Purchase Contract represented by each
                  Corporate Unit, (ii) treat the Senior Notes as indebtedness of
                  the Company and (iii) treat itself as the owner of the
                  applicable interest in the Collateral Account, including the
                  Senior Notes and the Applicable Ownership Interests in the
                  Treasury Portfolio (as specified in clause (i) of the
                  definition of such term) or the Treasury Securities,

         provided that upon a Termination Event, the rights of the Holder of
         such Units under the Purchase Contract may be enforced without regard
         to any other rights or obligations.

                  (c) Each Holder of a Corporate Unit or a Treasury Unit, by its
         acceptance thereof, further covenants and agrees that to the extent and
         in the manner provided in Section 5.02 and the Pledge Agreement, but
         subject to the terms thereof, the Treasury Securities, the Applicable
         Ownership Interests (as specified in clause (i) of the definition of
         such term) in the Treasury Portfolio, [or a portion of the Proceeds of
         the Holder's exercise of the Put Right equal to the Stated Amount,] as
         applicable, on the Purchase Contract Settlement Date, shall be paid by
         the Collateral Agent to the Company in satisfaction of such Holder's
         obligations under such Purchase Contract and such Holder shall acquire
         no right, title or interest in [such portion of the] Proceeds.

                  (d) Upon registration of transfer of a Certificate, the
         transferee shall be bound (without the necessity of any other action on
         the part of such transferee) by the terms of this Agreement, the
         Purchase Contracts represented by such Certificate and the Pledge
         Agreement and the transferor shall be released from the obligations
         under this Agreement, the Purchase Contracts represented by the
         Certificate so transferred and the Pledge Agreement. The Company
         covenants and agrees, and each Holder of a Certificate, by its
         acceptance thereof, likewise covenants and agrees, to be bound by the
         provisions of this paragraph.

                  SECTION 5.2. Remarketing; Payment of Stated Amount.

                           (a) (i) Unless a Special Event Redemption has
                  occurred prior to the Initial Remarketing Date, the Company
                  shall engage the Remarketing Agent pursuant to the
                  Remarketing Agreement for Remarketing the Senior Notes. By
                  11:00 a.m. (New York City time) on the Business Day
                  immediately preceding the Initial Remarketing Date, the
                  Purchase Contract Agent shall notify the Remarketing Agent of
                  the aggregate principal amount of Pledged Senior Notes, and
                  the Custodial Agent shall notify the Remarketing Agent of the
                  aggregate principal amount of Separate Senior Notes (if any)
                  that are to be remarketed pursuant to clause (ii) below.
                  Concurrently, the Collateral Agent, pursuant to the terms of
                  the Pledge Agreement, will present for Remarketing the
                  Pledged Senior Notes, and the Custodial Agent, pursuant to
                  clause (ii) below, will present for Remarketing the Separate
                  Senior Notes, to the Remarketing Agent. Upon receipt of such
                  notice from the Purchase Contract Agent and Custodial Agent
                  and the Pledged Senior Notes and Separate Senior Notes (if
                  any) from the Collateral Agent and Custodial Agent,

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<PAGE>

                  the Remarketing Agent will, on the Initial Remarketing Date,
                  use its reasonable efforts to remarket (based on the Reset
                  Rate) (the "INITIAL REMARKETING") such Pledged Senior Notes
                  and Separate Senior Notes on such date at a price of
                  approximately (but not less than) 100.50% of the sum of the
                  Treasury Portfolio Purchase Price plus the Separate Senior
                  Notes Purchase Price. If the Remarketing Agent is able to
                  remarket the Pledged Senior Notes and Separate Senior Notes at
                  a price not less than 100.50% of the Treasury Portfolio
                  Purchase Price plus the Separate Senior Notes Purchase Price
                  (a "SUCCESSFUL INITIAL REMARKETING"), the portion of the
                  proceeds from such Successful Initial Remarketing equal to the
                  Treasury Portfolio Purchase Price will be applied to purchase
                  the Treasury Portfolio. The Remarketing Agent shall deduct as
                  a remarketing fee (the "REMARKETING FEE") an amount not
                  execeeding 25 basis points (0.25%) of the sum of the Treasury
                  Portfolio Purchase Price plus the Separate Senior Notes
                  Purchase Price. None of the Company, the Purchase Contract
                  Agent, or any Holders of Corporate Units or holders of
                  Separate Senior Notes whose Senior Notes or Separate Senior
                  Notes, as applicable, are so remarketed will otherwise be
                  responsible for the payment of any Remarketing Fee in
                  connection therewith. With respect to Separate Senior Notes,
                  the proceeds of a Successful Initial Remarketing in excess of
                  the Remarketing Fee attributable to the Separate Senior Notes
                  will be remitted to the Custodial Agent for payment to the
                  holders of Separate Senior Notes. With respect to Pledged
                  Senior Notes, the proceeds of a Successful Initial Remarketing
                  in excess of the sum of the Treasury Portfolio Purchase Price
                  plus the Remarketing Fee with respect to such Pledged Senior
                  Notes will be remitted to the Purchase Contract Agent for
                  payment to the Holders of the related Corporate Units. The
                  Treasury Portfolio will be substituted for the Pledged Senior
                  Notes and the appropriate Applicable Ownership Interests (as
                  specified in clause (i) of the definition of such term) in the
                  Treasury Portfolio will be pledged to the Collateral Agent to
                  secure the obligation of the Holders of Corporate Units to pay
                  the Stated Amount for the Common Stock under the related
                  Purchase Contracts on the Purchase Contract Settlement Date.

                  Following the occurrence of a Successful Initial Remarketing,
                  the Holders of Corporate Units and the Collateral Agent shall
                  have such security interests, rights and obligations with
                  respect to the Applicable Ownership Interests (as specified in
                  clause (i) of the definition of such term) in the Treasury
                  Portfolio as the Holder of Corporate Units and the Collateral
                  Agent had in respect of the Senior Notes, subject to the
                  Pledge thereof as provided in the Pledge Agreement, and any
                  reference herein or in the Certificates to the Senior Notes
                  shall be deemed to be a reference to such Applicable Ownership
                  Interests in the Treasury Portfolio and any reference herein
                  or in the Certificates to interest on the Senior Notes shall
                  be deemed to be a reference to corresponding distributions on
                  such Applicable Ownership Interests in the Treasury Portfolio.
                  The Company may cause to be made in any Corporate Units
                  Certificates thereafter to be issued such change in
                  phraseology and form (but not in substance) as may be
                  appropriate to reflect the substitution of such Applicable
                  Ownership Interests in the Treasury Portfolio for Senior
                  Notes.

                                       41

<PAGE>

                  If, in spite of using its reasonable efforts, the Remarketing
                  Agent cannot remarket the Pledged Senior Notes and the
                  Separate Senior Notes (if any) in the Initial Remarketing
                  (other than to the Company) at a price not less than 100.50%
                  of the sum of the Treasury Portfolio Purchase Price plus the
                  Separate Senior Notes Purchase Price or the Initial
                  Remarketing is not settled in accordance with the Remarketing
                  Agreement for any reason, including the failure to fulfill a
                  condition precedent set forth in the Remarketing Agreement is
                  not fulfilled, the Initial Remarketing will be deemed to have
                  failed (a "FAILED INITIAL REMARKETING"). Upon a Failed Initial
                  Remarketing, the Remarketing Agent shall return the Pledged
                  Senior Notes and Separate Senior Notes (if any) subject to
                  such Remarketing to the Collateral Agent or the Custodial
                  Agent, as the case may be.

                           (ii) Prior to 5:00 p.m. (New York City time) on the
                  fifth Business Day immediately preceding the applicable
                  Remarketing Date, but no earlier than the Payment Date
                  immediately preceding such date, Holders of Separate Senior
                  Notes may elect to have their Separate Senior Notes remarketed
                  under the Remarketing Agreement by delivering their Separate
                  Senior Notes, along with a notice of such election,
                  substantially in the form of Exhibit F to the Pledge
                  Agreement, to the Custodial Agent. After such time, such
                  election shall become an election to have such Separate Senior
                  Notes remarketed in such Remarketing and, if such Remarketing
                  fails, in any subsequent Remarketing. The Custodial Agent
                  shall hold Separate Senior Notes in an account separate from
                  the Collateral Account in which the Pledged Senior Notes shall
                  be held. Holders of Separate Senior Notes electing to have
                  their Separate Senior Notes remarketed will also have the
                  right to withdraw that election by written notice to the
                  Custodial Agent, substantially in the form of Exhibit G to the
                  Pledge Agreement, on or prior to 5:00 p.m. (New York City
                  time) on the fifth Business Day immediately preceding the
                  applicable Remarketing Date, upon which notice the Custodial
                  Agent shall return such Separate Senior Notes to such Holder.
                  By 11:00 a.m. on the Business Day immediately preceding the
                  applicable Remarketing Date, the Custodial Agent shall notify
                  the Remarketing Agent of the aggregate principal amount of the
                  Separate Senior Notes to be remarketed and will deliver to the
                  Remarketing Agent for remarketing all such Separate Senior
                  Notes delivered to the Custodial Agent pursuant to Section
                  5.07(c) of the Pledge Agreement and not validly withdrawn
                  prior to such date.

                           (iii) Not later than seven calendar days nor more
                  than 15 calendar days prior to the applicable Remarketing
                  Date, the Company shall request the Depositary or its nominee
                  to notify the Beneficial Owners or Depositary Participants
                  holding Units of the procedures to be followed in such
                  Remarketing.

                           (iv) The Company agrees to use commercially
                  reasonable efforts to ensure that, if required by applicable
                  law, a registration statement with regard to the full amount
                  of the Senior Notes to be remarketed in the Initial
                  Remarketing, the Second Remarketing, the Third Remarketing or
                  the Final Remarketing, as the case may be, shall be effective
                  with the Securities and Exchange Commission in a form that
                  will enable the Remarketing Agent to use it in connection with
                  such Remarketing.

                                       42

<PAGE>

                           (v) The Company shall cause a notice of a Failed
                  Remarketing to be published (with a copy of such notice to be
                  provided to the Purchase Contract Agent) on the Business Day
                  immediately following the applicable Remarketing Date, in a
                  daily newspaper in the English language of general circulation
                  in the City of New York, which is expected to be The Wall
                  Street Journal.

                           (b) (i) Unless a Special Event Redemption has
                  occurred prior to the Second Remarketing Date, if a Failed
                  Initial Remarketing occurs, the Remarketing Agent will use its
                  reasonable efforts to remarket the Senior Notes (a "SECOND
                  REMARKETING") on the Second Remarketing Date. By 11:00 a.m.
                  (New York City time) on the Business Day immediately preceding
                  the Second Remarketing Date for such Second Remarketing, the
                  Purchase Contract Agent shall notify the Remarketing Agent of
                  the aggregate principal amount of Pledged Senior Notes, and
                  the Custodial Agent shall notify the Remarketing Agent of the
                  aggregate principal amount of Separate Senior Notes (if any)
                  that are to be remarketed pursuant to Section 5.02(a)(ii).
                  Concurrently, the Collateral Agent, pursuant to the terms of
                  the Pledge Agreement, and the Custodial Agent, pursuant to
                  Section 5.02(a)(ii), will present for Remarketing the Pledged
                  Senior Notes and the Separate Senior Notes (if any) that are
                  to be remarketed to the Remarketing Agent. Upon receipt of
                  such notice from the Purchase Contract Agent and the Custodial
                  Agent and Pledged Senior Notes and Separate Senior Notes (if
                  any) from the Collateral Agent and the Custodial Agent, the
                  Remarketing Agent will, on the Second Remarketing Date, use
                  its reasonable efforts to remarket (based on the Reset Rate)
                  such Pledged Senior Notes and Separate Senior Notes on such
                  date at a price of approximately (but not less than) 100.50%
                  of the sum of the Treasury Portfolio Purchase Price plus the
                  Separate Senior Notes Purchase Price. If the Remarketing Agent
                  is able to remarket the Pledged Senior Notes and Separate
                  Senior Notes at a price not less than 100.50% of the Treasury
                  Portfolio Purchase Price plus the Separate Senior Notes
                  Purchase Price (a "SUCCESSFUL SECOND REMARKETING"), the
                  portion of the proceeds from such Successful Second
                  Remarketing equal to the Treasury Portfolio Purchase Price
                  will be applied to purchase the Treasury Portfolio. The
                  Remarketing Agent shall deduct the Remarketing Fee from any
                  amount of such proceeds in excess of the sum of the Treasury
                  Portfolio Purchase Price plus the Separate Senior Notes
                  Purchase Price. None of the Company, the Purchase Contract
                  Agent or any Holders of Corporate Units or holders of Separate
                  Senior Notes whose Senior Notes or Separate Senior Notes are
                  so remarketed will otherwise be responsible for the payment of
                  any Remarketing Fee in connection therewith. With respect to
                  Separate Senior Notes, the proceeds of the Second Remarketing
                  in excess of the Remarketing Fee attributable to the Separate
                  Senior Notes will be remitted to the Custodial Agent for
                  payment to the holders of Separate Senior Notes. With respect
                  to Pledged Senior Notes, the proceeds of the Second
                  Remarketing in excess of the sum of the Treasury Portfolio
                  Purchase Price plus the Remarketing Fee with respect to such
                  Pledged Senior Notes will be remitted to the Purchase Contract
                  Agent for payment to the Holders of the related Corporate
                  Units. The Treasury Portfolio will be substituted for the

                                       43

<PAGE>

                  Pledged Senior Notes and the appropriate Applicable Ownership
                  Interests (as specified in clause (i) of the definition of
                  such term) in the Treasury Portfolio will be pledged to the
                  Collateral Agent to secure the obligation of the Holders of
                  Corporate Units to pay the Stated Amount for the Common Stock
                  under the related Purchase Contracts on the Purchase Contract
                  Settlement Date.

                  Following the occurrence of a Successful Second Remarketing,
                  the Holders of Corporate Units and the Collateral Agent shall
                  have such security interests, rights and obligations with
                  respect to the Applicable Ownership Interests (as specified in
                  clause (i) of the definition of such term) in the Treasury
                  Portfolio as the Holder of Corporate Units and the Collateral
                  Agent had in respect of the related Senior Notes, subject to
                  the Pledge thereof as provided in the Pledge Agreement, and
                  any reference herein or in the Certificates to the Senior
                  Notes shall be deemed to be a reference to such Applicable
                  Ownership Interests in the Treasury Portfolio and any
                  reference herein or in the Certificates to interest on the
                  Senior Notes shall be deemed to be a reference to
                  corresponding distributions on such Applicable Ownership
                  Interests in the Treasury Portfolio. The Company may cause to
                  be made in any Corporate Units Certificates thereafter to be
                  issued such change in phraseology and form (but not in
                  substance) as may be appropriate to reflect the substitution
                  of such Applicable Ownership Interests in the Treasury
                  Portfolio for Senior Notes.

                  If, in spite of using its reasonable efforts, the Remarketing
                  Agent cannot remarket the Pledged Senior Notes and Separate
                  Senior Notes (if any) in a Second Remarketing (other than to
                  the Company) at a price not less than 100.50% of the sum of
                  the Treasury Portfolio Purchase Price plus the Separate Senior
                  Notes Purchase Price or the Second Remarketing is not settled
                  in accordance with the Remarketing Agreement for any reason,
                  including the failure to fulfill a condition precedent set
                  forth in the Remarketing Agreement is not fulfilled, the
                  Second Remarketing will be deemed to have failed (a "FAILED
                  SECOND REMARKETING"). Upon a Failed Second Remarketing, the
                  Remarketing Agent shall return the Pledged Senior Notes and
                  the Separate Senior Notes (if any) subject to such Remarketing
                  to the Collateral Agent or the Custodial Agent, as the case
                  may be.

                           (ii) Unless a Special Event Redemption has occurred
                  prior to the Third Remarketing Date, if a Failed Second
                  Remarketing occurs, the Remarketing Agent will use its
                  reasonable efforts to remarket the Senior Notes (a "THIRD
                  REMARKETING") on the Third Remarketing Date. By 11:00 a.m.
                  (New York City time) on the Business Day immediately preceding
                  the Third Remarketing Date for such Third Remarketing, the
                  Purchase Contract Agent shall notify the Remarketing Agent of
                  the aggregate principal amount of Pledged Senior Notes, and
                  the Custodial Agent shall notify the Remarketing Agent of the
                  aggregate principal amount of Separate Senior Notes (if any)
                  that are to be remarketed pursuant to Section 5.02(a)(ii).
                  Concurrently, the Collateral Agent, pursuant to the terms of
                  the Pledge Agreement, and the Custodial Agent, pursuant to
                  Section 5.02(a)(ii), will present for Remarketing the Pledged
                  Senior Notes and the Separate

                                       44

<PAGE>

                  Senior Notes (if any) that are to be remarketed to the
                  Remarketing Agent. Upon receipt of such notice from the
                  Purchase Contract Agent and the Custodial Agent and such
                  Pledged Senior Notes and Separate Senior Notes from the
                  Collateral Agent and the Custodial Agent, the Remarketing
                  Agent will, on the Third Remarketing Date, use its reasonable
                  efforts to remarket (based on the Reset Rate) such Pledged
                  Senior Notes and Separate Senior Notes on such date at a price
                  of approximately (but not less than) 100.50% of the sum of the
                  Treasury Portfolio Purchase Price plus the Separate Senior
                  Notes Purchase Price. If the Remarketing Agent is able to
                  remarket the Pledged Senior Notes and the Separate Senior
                  Notes at a price not less than 100.50% of the Treasury
                  Portfolio Purchase Price plus the Separate Senior Notes
                  Purchase Price (a "SUCCESSFUL THIRD REMARKETING"), the portion
                  of the proceeds from such Successful Third Remarketing equal
                  to the Treasury Portfolio Purchase Price will be applied to
                  purchase the Treasury Portfolio. The Remarketing Agent shall
                  deduct the Remarketing Fee from any amount of such proceeds in
                  excess of the sum of the Treasury Portfolio Purchase Price
                  plus the Separate Senior Notes Purchase Price. None of the
                  Company, the Purchase Contract Agreement or any Holders of
                  Corporate Units or holders of Separate Senior Notes whose
                  Senior Notes or Separate Senior Notes are so remarketed will
                  otherwise be responsible for the payment of any Remarketing
                  Fee in connection therewith. With respect to Separate Senior
                  Notes, the proceeds of the Third Remarketing in excess of the
                  Remarketing Fee attributable to the Separate Senior Notes will
                  be remitted to the Custodial Agent for payment to the holders
                  of Separate Senior Notes. With respect to Pledged Senior
                  Notes, the proceeds of the Third Remarketing in excess of the
                  sum of the Treasury Portfolio Purchase Price plus the
                  Remarketing Fee with respect to such Pledged Senior Notes will
                  be remitted to the Purchase Contract Agent for payment to the
                  Holders of the related Corporate Units. The Treasury Portfolio
                  will be substituted for the Pledged Senior Notes and the
                  appropriate Applicable Ownership Interests (as specified in
                  clause (i) of the definition of such term) in the Treasury
                  Portfolio will be pledged to the Collateral Agent to secure
                  the obligation of the Holders of Corporate Units to pay the
                  Stated Amount for the Common Stock under the related Purchase
                  Contracts on the Purchase Contract Settlement Date.

                  Following the occurrence of a Successful Third Remarketing,
                  the Holders of Corporate Units and the Collateral Agent shall
                  have such security interests (with respect to the Collateral
                  Agent), rights and obligations with respect to the Applicable
                  Ownership Interests (as specified in clause (i) of the
                  definition of such term) in the Treasury Portfolio as the
                  Holder of Corporate Units and the Collateral Agent had in
                  respect of the Senior Notes, subject to the Pledge thereof as
                  provided in the Pledge Agreement, and any reference herein or
                  in the Certificates to the Senior Notes shall be deemed to be
                  a reference to such Applicable Ownership Interests in the
                  Treasury Portfolio and any reference herein or in the
                  Certificates to interest on the Senior Notes shall be deemed
                  to be a reference to corresponding distributions on such
                  Applicable Ownership Interests in the Treasury Portfolio. The
                  Company may cause to be made in any Corporate Units
                  Certificates thereafter to be issued such change in
                  phraseology and form (but not in

                                       45

<PAGE>

                  substance) as may be appropriate to reflect the substitution
                  of such Applicable Ownership Interests in the Treasury
                  Portfolio for Senior Notes.

                  If, in spite of using its reasonable efforts, the Remarketing
                  Agent cannot remarket the Pledged Senior Notes and the
                  Separate Senior Notes (if any) in a Third Remarketing (other
                  than to the Company) at a price not less than 100.50% of the
                  sum of the Treasury Portfolio Purchase Price plus the Separate
                  Senior Notes Purchase Price or the Thrid Remarketing is not
                  settled in accordance with the Remarketing Agreement for any
                  reason, including the failure to fulfill a condition precedent
                  set forth in the Remarketing Agreement is not fulfilled, the
                  Third Remarketing will be deemed to have failed (a "FAILED
                  THIRD REMARKETING"). Upon a Failed Third Remarketing, the
                  Remarketing Agent shall return the Pledged Senior Notes and
                  the Separate Senior Notes (if any) subject to such Remarketing
                  to the Collateral Agent or the Custodial Agent, as the case
                  may be.

                           (c) (i) Unless a Special Event Redemption, an Early
                  Settlement or a Cash Merger Early Settlement has occurred
                  prior to the Final Remarketing Date, if no Successful
                  Remarketing has occurred prior to the Final Remarketing Date,
                  each Holder shall have the right to satisfy such Holder's
                  obligations under the Purchase Contract on the Purchase
                  Contract Settlement Date in cash by notifying the Purchase
                  Contract Agent by use of a notice in substantially the form of
                  Exhibit E hereto of its intention to pay in cash ("CASH
                  SETTLEMENT") prior to 5:00 p.m. (New York City time) on the
                  fifth Business Day immediately preceding the Purchase Contract
                  Settlement Date. Promptly following 5:00 p.m. (New York City
                  time) on the fifth Business Day immediately preceding the
                  Purchase Contract Settlement Date, the Purchase Contract Agent
                  shall notify the Collateral Agent and the Indenture Trustee of
                  the receipt of such notices from Holders intending to make a
                  Cash Settlement.

                           (ii) A Holder of a Corporate Unit who has so notified
                  the Purchase Contract Agent of its intention to effect a Cash
                  Settlement shall pay the Stated Amount to the Securities
                  Intermediary for deposit in the Collateral Account prior to
                  5:00 p.m. (New York City time) on the fourth Business Day
                  immediately preceding the Purchase Contract Settlement Date,
                  in lawful money of the United States by certified or cashiers'
                  check or wire transfer, in each case in immediately available
                  funds payable to or upon the order of the Securities
                  Intermediary. Any cash so received shall be invested promptly
                  by the Securities Intermediary in Permitted Investments and
                  paid to the Company on the Purchase Contract Settlement Date
                  in settlement of the Purchase Contracts in accordance with the
                  terms of this Agreement and the Pledge Agreement. Any funds
                  received by the Securities Intermediary in respect of the
                  investment earnings from such Permitted Investments in excess
                  of the Stated Amount for the shares of Common Stock to be
                  purchased by such Holder shall be distributed to the Purchase
                  Contract Agent when received for payment to the Holder.

                                       46

<PAGE>

                           (iii) If a Holder of a Corporate Unit does not notify
                  the Purchase Contract Agent of its intention to make a Cash
                  Settlement in accordance with paragraph 5.02(c)(i) above, or
                  does notify the Purchase Contract Agent in accordance with
                  paragraph 5.02(c)(i) above but fails to make such payment as
                  required by paragraph 5.02(c)(ii) above, such Holder shall be
                  deemed to have consented to the disposition of the Pledged
                  Senior Notes pursuant to the Final Remarketing as described in
                  paragraph 5.02(d) below.

                           (iv) Promptly after 5:00 p.m. (New York City time) on
                  the fourth Business Day preceding the Purchase Contract
                  Settlement Date, the Collateral Agent, based on cash payments
                  received by the Securities Intermediary pursuant to Section
                  5.02(c)(ii) hereof, shall promptly notify the Purchase
                  Contract Agent and the Indenture Trustee of the aggregate
                  principal amount of Senior Notes to be tendered for purchase
                  in the Final Remarketing in a notice pursuant to the terms of
                  the Pledge Agreement.

                           (d) (i) Unless a Special Event Redemption, an Early
                  Settlement or a Cash Merger Early Settlement has occurred
                  prior to the Final Remarketing Date, if a Failed Third
                  Remarketing has occurred, the Senior Notes of such Holders of
                  Corporate Units who have not notified the Purchase Contract
                  Agent of their intention to effect a Cash Settlement as
                  provided in paragraph 5.02(c)(i) above, or who have so
                  notified the Purchase Contract Agent in accordance with
                  paragraph 5.02(c)(i) above but have failed to make such
                  payment as required by paragraph 5.02(c)(ii) above, and the
                  Separate Senior Notes of any holder who has elected for its
                  Separate Senior Notes to be remarketed pursuant to Section
                  5.02(a)(ii) will be sold by the Remarketing Agent (the "FINAL
                  REMARKETING") on the third Business Day immediately preceding
                  the Purchase Contract Settlement Date (the "FINAL REMARKETING
                  DATE"). In order to facilitate the Final Remarketing, the
                  Purchase Contract Agent, based on the notices specified in
                  Section 5.02(c)(iv), and the Collateral Agent, based on the
                  notices specified in Section 5.02(a)(ii), shall notify the
                  Remarketing Agent, by 11:00 a.m. (New York City time) on the
                  Business Day immediately preceding the Final Remarketing Date,
                  of the aggregate principal amount of Pledged Senior Notes or
                  aggregate principal amount of Separate Senior Notes that are
                  to be remarketed pursuant to Section 5.02(a)(ii), as the case
                  may be, to be remarketed. Concurrently, the Collateral Agent,
                  pursuant to the terms of the Pledge Agreement, and the
                  Custodial Agent shall cause such Pledged Senior Notes and
                  Separate Senior Notes to be presented to the Remarketing Agent
                  for Remarketing.

                           (ii) Upon receipt of such notice from the Purchase
                  Contract Agent and the Collateral Agent and the Pledged Senior
                  Notes and Separate Senior Notes (if any) from the Collateral
                  Agent or Custodial Agent, as set forth in clause (i) above,
                  the Remarketing Agent shall, on the Final Remarketing Date,
                  use its reasonable efforts to remarket (based on the Reset
                  Rate) such Pledged Senior Notes and the Separate Senior Notes
                  on such date at a price equal to approximately 100.50% (or, if
                  the Remarketing Agent is unable to remarket the Pledged Senior
                  Notes and the Separate Senior Notes at such price, at a price
                  below 100.50%, but in no event less than 100%, net of the
                  Final Remarketing Fee) of the

                                       47

<PAGE>

                  aggregate principal amount of such Senior Notes and Separate
                  Senior Notes being remarketed, as provided in the Remarketing
                  Agreement. If the Remarketing Agent is able to remarket the
                  Senior Notes and Separate Senior Notes at a price equal to or
                  greater than 100% (net of the Final Remarketing Fee) of the
                  aggregate principal amount of the Senior Notes and Separate
                  Senior Notes (if any) (a "SUCCESSFUL FINAL REMARKETING"), the
                  Remarketing Agent will remit the proceeds attributable to the
                  Remarketing of the Pledged Senior Notes from such Successful
                  Final Remarketing to the Securities Intermediary. The
                  Remarketing Agent shall deduct as the remarketing fee (the
                  "FINAL REMARKETING FEE") an amount not exceeding 25 basis
                  points (0.25%) of the aggregate principal amount of the
                  remarketed Pledged Senior Notes and Separate Senior Notes (if
                  any); provided that such fee shall be payable out of, and only
                  to the extent of, remarketing proceeds, if any, in excess of
                  such amount. With respect to Separate Senior Notes, any
                  proceeds of the Final Remarketing in excess of the Final
                  Remarketing Fee attributable to the Separate Senior Notes will
                  be remitted to the Custodial Agent for payment to the holders
                  of Separate Senior Notes. The proceeds from the Remarketing
                  remitted to the Securities Intermediary shall be invested by
                  the Collateral Agent in Permitted Investments, in accordance
                  with the Pledge Agreement, and then applied to satisfy in full
                  the obligations of such Holders of Corporate Units to pay the
                  Stated Amount for the shares of Common Stock under the related
                  Purchase Contracts on the Purchase Contract Settlement Date.
                  Any proceeds in excess of those required to pay the Stated
                  Amount and the Final Remarketing Fee will be remitted to the
                  Purchase Contract Agent for payment to the Holders of the
                  related Corporate Units.

                           (iii) If, in spite of using its reasonable efforts,
                  the Remarketing Agent cannot remarket the Pledged Senior Notes
                  and Separate Senior Notes (if any) at a price not less than
                  100% (net of the Final Remarketing Fee) of the aggregate
                  principal amount of the Pledged Senior Notes and Separate
                  Senior Notes to be remarketed in the Final Remarketing (other
                  than to the Company) or the Final Remarketing is not settled
                  in accordance with the Remarketing Agreement for any reason,
                  including the failure to fulfill a condition precedent set
                  forth in the Remarketing Agreement is not fulfilled, the
                  remarketing will be deemed to have failed (a "FAILED FINAL
                  REMARKETING"). Upon a Failed Final Remarketing, the
                  Remarketing Agent shall return the remarketed Pledged Senior
                  Notes and Separate Senior Notes (if any) to the Collateral
                  Agent or the Custodial Agent, as the case may be. Upon a
                  Failed Final Remarketing, a default shall be deemed to have
                  occurred under this Agreement and the Pledge Agreement and in
                  accordance with the terms of the Pledge Agreement, the
                  Collateral Agent, for the benefit of the Company, shall
                  exercise its rights as a secured party with respect to the
                  Pledged Senior Notes, including, without limitation, those
                  actions specified in paragraph 5.02(e)(i) below; provided,
                  that if upon a Failed Final Remarketing, the Collateral Agent
                  exercises such rights for the benefit of the Company with
                  respect to such Senior Notes, any accrued and unpaid interest
                  on such Senior Notes shall become payable by the Company to
                  the Purchase Contract Agent for payment to the Beneficial
                  Owner of the Corporate Units to which such Senior Notes
                  relate.

                                       48

<PAGE>

                  (e) With respect to any Pledged Senior Notes which are subject
         to a Failed Final Remarketing, and any Senior Notes that are components
         of a Corporate Unit with respect to which the Holder has notified the
         Purchase Contract Agent of his intent to effect Cash Settlement and
         failed to deliver the Purchase Price pursuant to Section 5.02(b)(ii),
         in each case resulting in an event of default under this Agreement, the
         Collateral Agent for the benefit of the Company reserves all of its
         rights as a secured party with respect thereto and, subject to
         applicable law and paragraph 5.02(i) below, may, in full satisfaction
         of the Holders' obligations under the Purchase Contracts among other
         things, (A) retain the Senior Notes in accordance with applicable law
         or (B) dispose of the Senior Notes in accordance with applicable law,
         which in each case shall constitute payment in full for the aggregate
         Purchase Price for the shares of Common Stock to be purchased under the
         Purchase Contracts.

                           (f) (i) Unless a Holder of a Treasury Unit or a
                  Corporate Unit (if the Treasury Portfolio has replaced the
                  Senior Notes represented by such Corporate Unit) effects an
                  Early Settlement of the Purchase Contract represented by such
                  Unit through the early delivery of cash to the Purchase
                  Contract Agent in the manner described in Section 5.07 or a
                  Cash Merger Early Settlement of the Purchase Contract
                  represented by such Unit through the early delivery of cash to
                  the Purchase Contract Agent in the manner described in Section
                  5.04(b)(2), each Holder of a Treasury Unit or a Corporate Unit
                  who intends to effect Cash Settlement of the Purchase Contract
                  represented by such Unit shall so notify the Purchase Contract
                  Agent by use of a notice in substantially the form of Exhibit
                  E hereto prior to 5:00 p.m. (New York City time) on the fifth
                  Business Day immediately preceding the Purchase Contract
                  Settlement Date. Prior to 11:00 a.m. (New York City time) on
                  the next succeeding Business Day, the Purchase Contract Agent
                  shall notify the Collateral Agent of the receipt of such
                  notices from such Holders intending to make a Cash Settlement.
                  Holders of Treasury Units may make Cash Settlements only in
                  integral multiples of 40 Corporate Units.

                           (ii) A Holder of a Treasury Unit or a Corporate Unit
                  (if the Treasury Portfolio has replaced the Senior Note
                  represented by such Corporate Unit) who has so notified the
                  Purchase Contract Agent of its intention to make a Cash
                  Settlement in accordance with paragraph 5.02(f)(i) above shall
                  pay the Stated Amount to the Securities Intermediary for
                  deposit in the Collateral Account prior to 5:00 p.m. (New York
                  City time) on the fourth Business Day immediately preceding
                  the Purchase Contract Settlement Date, in lawful money of the
                  United States by certified or cashiers' check or wire
                  transfer, in each case in immediately available funds payable
                  to or upon the order of the Securities Intermediary. Any cash
                  received by the Securities Intermediary shall be invested
                  promptly by the Collateral Agent in Permitted Investments and
                  paid to the Company on the Purchase Contract Settlement Date
                  in settlement of the Purchase Contract in accordance with the
                  terms of this Agreement and the Pledge Agreement. Any funds
                  received by the Securities Intermediary in respect of the
                  investment earnings from the investment in such Permitted
                  Investments in excess of the Stated Amount for the shares of
                  Common Stock to be

                                       49

<PAGE>

                  purchased by such Holder shall be distributed to the Purchase
                  Contract Agent when received for payment to the Holder.

                           (iii) If a Holder of a Treasury Unit or a Corporate
                  Unit (if the Treasury Portfolio has replaced the Senior Note
                  represented by such Corporate Unit) fails to notify the
                  Purchase Contract Agent of its intention to make a Cash
                  Settlement in accordance with Section 5.02(f)(i), or does
                  notify the Purchase Contract Agent as provided in Section
                  5.02(f)(i) of its intention to pay the Stated Amount in cash,
                  but fails to make such payment as required by Section
                  5.02(f)(ii), then upon the maturity of the Pledged Treasury
                  Securities or the appropriate Applicable Ownership Interests
                  (as specified in clause (i) of the definition of such term) in
                  the Treasury Portfolio held by the Securities Intermediary on
                  or prior to the Business Day immediately preceding the
                  Purchase Contract Settlement Date, the principal amount of the
                  Treasury Securities or the appropriate Applicable Ownership
                  Interests (as specified in clause (i) of the definition of
                  such term) in the Treasury Portfolio received by the
                  Collateral Agent shall be invested promptly in Permitted
                  Investments. On the Purchase Contract Settlement Date, an
                  amount equal to the Stated Amount shall be remitted to the
                  Company as payment of such Holder's obligation to pay such
                  Stated Amount under the related Purchase Contracts without
                  receiving any instructions from the Holder. In the event the
                  sum of the Proceeds from related Pledged Treasury Securities
                  or the appropriate Applicable Ownership Interests (as
                  specified in clause (i) of the definition of such term) in the
                  Treasury Portfolio and the Proceeds from such Permitted
                  Investments is in excess of the aggregate Stated Amount, the
                  Collateral Agent shall cause the Securities Intermediary to
                  distribute such excess to the Purchase Contract Agent for the
                  benefit of the Holder of the related Treasury Units or
                  Corporate Units when received.

                  (g) Any distribution to Holders of any payments described
         above shall be payable at the office of the Purchase Contract Agent in
         New York City maintained for that purpose or, at the option of the
         Holder, by check mailed to the address of the Person entitled thereto
         at such address as it appears on the Security Register.

                  (h) Upon Cash Settlement of any Purchase Contract:

                           (i) the Collateral Agent will in accordance with the
                  terms of the Pledge Agreement cause the Pledged Senior Notes,
                  the appropriate Applicable Ownership Interests (as specified
                  in clause (i) of the definition of such term) in the Treasury
                  Portfolio or the Pledged Treasury Securities, as the case may
                  be, represented by the relevant Units to be released from the
                  Pledge, free and clear of any security interest of the
                  Company, and transferred to the Purchase Contract Agent for
                  delivery to the Holder thereof or its designee as soon as
                  practicable; and

                           (ii) subject to the receipt thereof, the Purchase
                  Contract Agent shall, by book-entry transfer or other
                  appropriate procedures, in accordance with written
                  instructions provided by the Holder thereof, transfer such
                  Senior Notes, or the appropriate

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<PAGE>

                  Applicable Ownership Interests (as specified in clause (i) of
                  the definition of such term) in the Treasury Portfolio or such
                  Treasury Securities, as the case may be (or, if no such
                  instructions are given to the Purchase Contract Agent by the
                  Holder, the Purchase Contract Agent shall hold such Senior
                  Notes or the appropriate Applicable Ownership Interests (as
                  specified in clause (i) of the definition of such term) in the
                  Treasury Portfolio or such Treasury Securities, as the case
                  may be, and any interest payment thereon, in the name of the
                  Purchase Contract Agent or its nominee in trust for the
                  benefit of such Holder until the expiration of the time period
                  specified in the abandoned property laws of the relevant state
                  where such property is held).

                  (i) The obligations of the Holders to pay the Stated Amount
         are non-recourse obligations and, except to the extent satisfied by
         Early Settlement, Cash Merger Early Settlement or Cash Settlement, are
         payable solely out of the proceeds of any Collateral pledged to secure
         the obligations of the Holders, and in no event will Holders be liable
         for any deficiency between the proceeds of the disposition of
         Collateral and the Stated Amount.

                  (j) The Company shall not be obligated to issue any shares of
         Common Stock in respect of a Purchase Contract or deliver any
         certificates thereof to the Holder of the related Units unless the
         Company shall have received payment of the Stated Amount for the Common
         Stock to be purchased thereunder in the manner herein set forth.

         SECTION 5.3. Issuance of Shares of Common Stock. Unless a Termination
         Event, an Early Settlement or a Cash Merger Early Settlement shall have
         occurred, subject to Section 5.04(b), on the Purchase Contract
         Settlement Date upon receipt of the aggregate Stated Amount payable on
         all Outstanding Units, the Company shall issue and deposit with the
         Purchase Contract Agent, for the benefit of the Holders of the
         Outstanding Units, one or more certificates representing newly issued
         shares of Common Stock registered in the name of the Purchase Contract
         Agent (or its nominee) as custodian for the Holders (such certificates
         for shares of Common Stock, together with any dividends or
         distributions for which a record date and payment date for such
         dividend or distribution has occurred after the Purchase Contract
         Settlement Date, being hereinafter referred to as the "PURCHASE
         CONTRACT SETTLEMENT FUND") to which the Holders are entitled hereunder.

         Subject to the foregoing, upon surrender of a Certificate to the
         Purchase Contract Agent on or after the Purchase Contract Settlement
         Date, Early Settlement Date or Cash Merger Early Settlement Date, as
         the case may be, together with settlement instructions thereon duly
         completed and executed, the Holder of such Certificate shall be
         entitled to receive forthwith in exchange therefor a certificate
         representing that number of newly issued whole shares of Common Stock
         which such Holder is entitled to receive pursuant to the provisions of
         this Article Five (after taking into account all Units then held by
         such Holder), together with cash in lieu of fractional shares as
         provided in Section 5.09 and any dividends or distributions with
         respect to such shares constituting part of the Purchase Contract
         Settlement Fund, but without any interest thereon, and the Certificate
         so surrendered shall forthwith be cancelled. Such shares shall be
         registered in the name of the Holder or the Holder's designee as
         specified in the settlement instructions provided by the Holder to the
         Purchase Contract Agent. If any shares of Common

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<PAGE>

         Stock issued in respect of a Purchase Contract are to be registered to
         a Person other than the Person in whose name the Certificate evidencing
         such Purchase Contract is registered (but excluding any Depositary or
         nominee thereof), no such registration shall be made unless the Person
         requesting such registration has paid any transfer and other taxes
         required by reason of such registration in a name other than that of
         the registered Holder of the Certificate evidencing such Purchase
         Contract or has established to the satisfaction of the Company that
         such tax either has been paid or is not payable.

         SECTION 5.4. Adjustment of Settlement Rate.

                  (a) Adjustments for Dividends, Distributions, Stock Splits,
         Etc.

                  (1) In case the Company shall pay or make a dividend or other
         distribution on Common Stock in Common Stock, the Settlement Rate in
         effect at the close of business on the date fixed for the determination
         of shareholders entitled to receive such dividend or other distribution
         shall be increased by dividing such Settlement Rate by a fraction of
         which:

                           (i) the numerator shall be the number of shares of
                  Common Stock outstanding at the close of business on the date
                  fixed for such determination; and

                           (ii) the denominator shall be the sum of such number
                  of shares and the total number of shares constituting such
                  dividend or other distribution,

         such increase to become effective immediately at the opening of
         business on the day following the date fixed for such determination.
         For the purposes of this paragraph (1), the number of shares of Common
         Stock at any time outstanding shall not include shares held in the
         treasury of the Company but shall include any shares issuable in
         respect of any scrip certificates issued in lieu of fractions of shares
         of Common Stock. The Company agrees that it shall not pay any dividend
         or make any distribution on shares of Common Stock held in the treasury
         of the Company.

                  (2) In case the Company shall issue rights, warrants or
         options, other than pursuant to any dividend reinvestment plans or
         share purchase plans, to all holders of its Common Stock (not being
         available on an equivalent basis to Holders of the Units upon
         settlement of the Purchase Contracts represented by such Units)
         entitling them, for a period expiring within 45 days after the record
         date for the determination of shareholders entitled to receive such
         rights, warrants or options, to subscribe for or purchase shares of
         Common Stock at a price per share less than the Current Market Price
         per share of Common Stock on the date of announcement of such issuance,
         the Settlement Rate in effect at the close of business on the date of
         such announcement shall be increased by dividing such Settlement Rate
         by a fraction of which:

                           (i) the numerator shall be the number of shares of
                  Common Stock outstanding at the close of business on the date
                  of such announcement plus the number of shares of

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<PAGE>

                  Common Stock that the aggregate of the offering price of the
                  total number of shares of Common Stock so offered for
                  subscription or purchase would purchase at such Current Market
                  Price; and

                           (ii) the denominator shall be the number of shares of
                  Common Stock outstanding at the close of business on the date
                  of such announcement plus the number of shares of Common Stock
                  so offered for subscription or purchase,

         such increase to become effective immediately after the opening of
         business on the Business Day following the date of such announcement.
         The Company agrees that it shall notify the Purchase Contract Agent if
         any issuance of such rights, warrants or options is cancelled or not
         completed following the announcement thereof and the Settlement Rate
         shall thereupon be readjusted to the Settlement Rate in effect
         immediately prior to the date of such announcement. For the purposes of
         this paragraph (2), the number of shares of Common Stock at any time
         outstanding shall not include shares held in the treasury of the
         Company but shall include any shares issuable in respect of any scrip
         certificates issued in lieu of fractions of shares of Common Stock. The
         Company agrees that it shall not issue any such rights, warrants or
         options in respect of shares of Common Stock held in the treasury of
         the Company.

                  (3) In case outstanding shares of Common Stock shall be
         subdivided or split into a greater number of shares of Common Stock,
         the Settlement Rate in effect at the close of business on the day
         preceding the day upon which such subdivision or split becomes
         effective shall be proportionately increased, and, conversely, in case
         outstanding shares of Common Stock shall each be combined into a
         smaller number of shares of Common Stock, the Settlement Rate in effect
         at the close of business on the day preceding the day upon which such
         combination becomes effective shall be proportionately reduced, such
         increase or reduction, as the case may be, to become effective
         immediately at the opening of business on the day following the day
         upon which such subdivision, split or combination becomes effective.

                  (4) In case the Company shall, by dividend or otherwise,
         distribute to all holders of its Common Stock evidences of its
         indebtedness or assets (including shares of capital stock, securities,
         cash and property but excluding any rights, warrants or options
         referred to in paragraph (2) of this Section 5.04(a), any dividend or
         distribution paid exclusively in cash and any dividend or distribution
         referred to in paragraph (1) of this Section 5.04(a)), the Settlement
         Rate in effect at the close of business on the date fixed for the
         determination of shareholders entitled to receive such distribution
         shall be adjusted by dividing such rate by a fraction of which:

                           (i) the numerator shall be the Current Market Price
                  per share of Common Stock on the date fixed for such
                  determination less the then fair market value (as reasonably
                  determined by the Board of Directors, whose determination
                  shall be conclusive and the basis for which shall be described
                  in a Board Resolution) of the portion of the assets or
                  evidences of indebtedness so distributed applicable to one
                  share of Common Stock; and

                                       53

<PAGE>

                           (ii) the denominator shall be such Current Market
                  Price per share of Common Stock,

         such adjustment to become effective at the opening of business on the
         day following the date fixed for the determination of shareholders
         entitled to receive such distribution. In any case in which this
         paragraph (4) is applicable, paragraph (2) of this Section 5.04(a)
         shall not be applicable. In the event that such dividend or
         distribution is not so paid or made, the Settlement Rate shall again be
         adjusted to be the Settlement Rate that would then be in effect if such
         dividend or distribution had not been declared.

                  (5) In case the Company shall, by dividend or otherwise,
         distribute to all holders of its Common Stock cash (excluding any cash
         that is distributed in a Reorganization Event to which Section 5.04(b)
         applies, as part of a distribution referred to in paragraph (4) of this
         Section or as a regular quarterly cash distribution) in an aggregate
         amount that, combined together with (I) the aggregate amount of any
         other distributions (other than regular quarterly cash distributions)
         to all holders of its Common Stock made exclusively in cash within the
         12 months preceding the date of payment of such distribution (the
         "TRAILING 12 MONTH PERIOD") and in respect of which no adjustment
         pursuant to this paragraph (5) or paragraph (6) of this Section has
         been made and (II) the aggregate amount of any cash plus the fair
         market value (as determined by the Board of Directors, whose
         determination shall be conclusive and described in a Board Resolution)
         of consideration (other than consideration payable in respect of any
         odd-lot tender offer) payable in respect of any tender or exchange
         offer by the Company or any of its subsidiaries and calculated as of
         the expiration of such tender or exchange offer for all or any portion
         of the Common Stock concluded within the Trailing 12 Month Period and
         in respect of which no adjustment pursuant to this paragraph (5) or
         paragraph (6) of this Section has been made, exceeds 10% of the product
         of the Current Market Price per share of the Common Stock on the date
         for the determination of holders of shares of Common Stock entitled to
         receive such distribution multiplied by the number of shares of Common
         Stock outstanding on such date, then, in such case, the Settlement Rate
         in effect at the close of business on such record date shall be
         adjusted by dividing such rate by a fraction of which:

                           (i) the numerator shall be the Current Market Price
                  of Common Stock on such record date less the amount of cash so
                  distributed (and not excluded as provided above) applicable to
                  one share of Common Stock; and

                           (ii) the denominator shall be the Current Market
                  Price of Common Stock,

         such increase to be effective at the opening of business on the day
         following the record date; provided, however, that in the event the
         portion of cash so distributed applicable to one share of Common Stock
         is equal to or greater than the Current Market Price per share of
         Common Stock on the record date, in lieu of the foregoing adjustment,
         adequate provision shall be made so that each holder of a Unit shall
         have the right to receive upon settlement of the Units the amount of
         cash such Holder would have received had such Holder settled each Unit
         on the record date. In the event that such dividend or distribution is
         not so paid or made, the Settlement Rate shall

                                       54

<PAGE>

         again be adjusted to be the Settlement Rate that would then be in
         effect if such dividend or distribution had not been declared.

                  (6) If the Company or any subsidiary of the Company shall make
         a tender or exchange offer (other than any odd-lot tender offer) for
         all or any portion of the Common Stock and upon expiration of such
         tender or exchange offer (as amended upon the expiration thereof) the
         Company or its subsidiary shall be required to pay to shareholders
         based on the acceptance (up to any maximum specified in the terms of
         the tender or exchange offer) of Purchased Shares (as herein defined)
         any consideration, then if the sum of (I) the fair market value of the
         aggregate consideration to be paid in such tender offer or exchange
         offer (as reasonably determined by the Board of Directors, whose
         determination shall be conclusive and the basis for which shall be
         described in a Board Resolution) plus (II) the aggregate of the cash
         plus the fair market value (as reasonably determined by the Board of
         Directors, whose determination shall be conclusive and the basis for
         which shall be described in a Board Resolution), as of the expiration
         of such tender or exchange offer, of consideration payable in respect
         of any other tender or exchange offer (other than consideration payable
         in respect of any odd-lot tender offer), by the Company or any
         subsidiary of the Company for all or any portion of Common Stock
         expiring within the 12 months preceding the expiration of such tender
         or exchange offer and in respect of which no adjustment pursuant to
         this paragraph (6) has been made, plus (III) the aggregate amount of
         any distributions (other than regular quarterly cash distributions) to
         all holders of Common Stock made exclusively in cash within the 12
         months preceding the expiration of such tender or exchange offer and in
         respect of which no adjustment pursuant to paragraph (5) has been made,
         exceeds 10% of the product of the Current Market Price per share of
         Common Stock as of the last time (the "EXPIRATION TIME") tenders could
         have been made pursuant to such tender or exchange offer (as it may be
         amended) times the number of shares of Common Stock outstanding
         (including any tendered shares) at the Expiration Time, then, the
         Settlement Rate in effect at the close of business on the day of the
         Expiration Time shall be adjusted by dividing by a fraction:

                           (i) the numerator of which shall be equal to (A) the
                  product of (I) the Current Market Price per share of Common
                  Stock on the date of the Expiration Time and (II) the number
                  of shares of Common Stock outstanding (including any tendered
                  shares) on the date of the Expiration Time less (B) the amount
                  of cash plus the fair market value (determined as aforesaid)
                  of the aggregate consideration payable to shareholders based
                  on the transactions described in clauses (I), (II) and (III)
                  above (assuming in the case of clause (I) the acceptance, up
                  to any maximum specified in the terms of the tender or
                  exchange offer, of Purchased Shares); and

                           (ii) the denominator of which shall be equal to the
                  product of (A) the Current Market Price per share of Common
                  Stock as of the Expiration Time and (B) the number of shares
                  of Common Stock outstanding (including any tendered shares) as
                  of the Expiration Time less the number of all shares validly
                  tendered and not withdrawn as of the Expiration Time (the
                  shares deemed so accepted, up to any such maximum, being
                  referred to as the "PURCHASED SHARES"),

                                       55

<PAGE>

         such adjustment to become effective at the opening of business on the
         date following the date of the Expiration Time.

                  (7) The reclassification of Common Stock into securities
         including securities other than Common Stock (other than any
         reclassification upon a Reorganization Event to which Section 5.04(b)
         applies) shall be deemed to involve:

                           (i) a distribution of such securities other than
                  Common Stock to all holders of Common Stock (and the effective
                  date of such reclassification shall be deemed to be "the date
                  fixed for the determination of shareholders entitled to
                  receive such distribution" and the "date fixed for such
                  determination" within the meaning of paragraph (4) of this
                  Section); and

                           (ii) a subdivision, split or combination, as the case
                  may be, of the number of shares of Common Stock outstanding
                  immediately prior to such reclassification into the number of
                  shares of Common Stock outstanding immediately thereafter (and
                  the effective date of such reclassification shall be deemed to
                  be "the day upon which such subdivision or split becomes
                  effective" or "the day upon which such combination becomes
                  effective", as the case may be, and "the day upon which such
                  subdivision, split or combination becomes effective" within
                  the meaning of paragraph (3) of this Section).

                  (8) The "CURRENT MARKET PRICE" per share of Common Stock on
         any date of determination means the average of the daily Closing Prices
         on each of the twenty (20) consecutive Trading Days ending on the
         earlier of such date of determination and the day before the "ex date"
         with respect to the issuance or distribution requiring the computation.
         For purposes of this paragraph, the term "ex date," when used with
         respect to any issuance or distribution, shall mean the first date on
         which Common Stock trades regular way on such exchange or in such
         market without the right to receive such issuance or distribution.

                  (9) All adjustments to the Settlement Rate shall be calculated
         to the nearest 1/10,000th of a share of Common Stock (or if there is
         not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a
         share). No adjustment in the Settlement Rate shall be required unless
         such adjustment would require an increase or decrease of at least one
         percent thereof; provided, however, that any adjustments which by
         reason of this subparagraph are not required to be made shall be
         carried forward and taken into account in any subsequent adjustment.

                  (10) The Company may, but shall not be required to, make such
         increases in the Settlement Rate, in addition to those required by this
         Section, as the Board of Directors considers to be advisable in order
         to avoid or diminish any income tax to any holders of shares of Common
         Stock resulting from any dividend or distribution of stock or issuance
         of rights or warrants to purchase or subscribe for stock or from any
         event treated as such for income tax purposes or for any other reason.

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<PAGE>

         (11) The Company has entered into a Rights Agreement dated as of March
         12, 1999 (the "RIGHTS AGREEMENT") with First Chicago Trust Company of
         New York pursuant to which share purchase rights (the "RIGHTS") have
         been, and may in the future be, issued in respect of shares of Common
         Stock. Each share of Common Stock issued upon settlement of any
         Purchase Contract pursuant to this Article 5 shall be entitled to
         receive the appropriate number of Rights, if any, and the certificates
         representing the Common Stock issued upon such settlement shall bear
         such legends, if any, in each case as provided by and subject to the
         terms of the Rights Agreement as in effect at the time of such
         settlement. If after the date of this Agreement the Rights separate
         from the Common Stock in accordance with the provisions of the Rights
         Agreement so that a Holder would not be entitled to receive any Rights
         in respect of the Common Stock issuable upon settlement of such
         Purchase Contract, the Settlement Rate will be adjusted as provided in
         this Section 5.04 on the separation date, subject to readjustment in
         the event of the expiration, termination or redemption of the Rights.
         In lieu of any such adjustment, the Company may amend the Rights
         Agreement to provide that upon settlement Holders will receive, in
         addition to the Common Stock issuable upon such settlement, the Rights
         that would have attached to such shares of Common Stock if the Rights
         had not become separated from the Common Stock pursuant to the
         provisions of the Rights Agreement. If the Company hereafter adopts any
         stockholder rights plan similar to the Rights Agreement, a Holder shall
         be entitled to receive upon settlement of its Purchase Contracts in
         addition to the shares of Common Stock issuable upon settlement the
         related rights for the Common Stock whether or not the rights under the
         future stockholder rights plan have separated from the Common Stock at
         the time of settlement but otherwise subject to the generally
         applicable terms of such plan and no additional adjustment to the
         Settlement Rate shall be made for the future stockholder rights plan
         under this Section 5.04.

                  (b) Adjustment for Consolidation, Merger or Other
         Reorganization Event.

                  (1) In the event of:

                           (i) any consolidation or merger of the Company with
                  or into another Person (other than a merger or consolidation
                  in which the Company is the continuing corporation and in
                  which the shares of Common Stock outstanding immediately prior
                  to the merger or consolidation are not exchanged for cash,
                  securities or other property of the Company or another
                  corporation);

                           (ii) any sale, transfer, lease or conveyance to
                  another Person of the property of the Company as an entirety
                  or substantially as an entirety;

                           (iii) any statutory share exchange of the Company
                  with another Person (other than in connection with a merger or
                  acquisition); or

                           (iv) any liquidation, dissolution or termination of
                  the Company other than as a result of or after the occurrence
                  of a Termination Event (any event described in clauses (i),
                  (ii), (iii) and (iv), a "REORGANIZATION EVENT"),

                                       57

<PAGE>

         each Purchase Contract shall become, without the consent of the Holder
         of the Unit representing such Purchase Contract, an agreement to
         purchase only the kind of securities, cash and other property
         receivable upon consummation of such Reorganization Event by a holder
         of Common Stock immediately prior to the closing date of such
         Reorganization Event.

         The amount of such securities, cash and other property receivable upon
         settlement of each such Purchase Contract after the consummation of the
         Reorganization Event shall be based on the value as of such settlement
         date of the hypothetical amount of securities, cash and other property
         that would have been received upon consummation of the Reorganization
         Event in exchange for the maximum number of Common Stock deliverable
         under a Purchase Contract immediately prior to the closing date of the
         Reorganization Event (collectively, the "EXCHANGE PROPERTY"). In
         determining the kind and amount of the Exchange Property pursuant to
         the foregoing, it will be assumed that such holder of Common Stock is
         not a Person with which the Company consolidated or into which the
         Company merged or which merged into the Company or to which such sale
         or transfer was made, as the case may be (any such Person, a
         "CONSTITUENT PERSON"), or an Affiliate of a Constituent Person to the
         extent such Reorganization Event provides for different treatment of
         Common Stock held by Affiliates of the Company and non-affiliates and
         such Holder failed to exercise its rights of election, if any, as to
         the kind or amount of securities, cash and other property receivable
         upon such Reorganization Event (provided that if the kind or amount of
         securities, cash and other property receivable upon such Reorganization
         Event is not the same for each share of Common Stock held immediately
         prior to such Reorganization Event by other than a Constituent Person
         or an Affiliate thereof and in respect of which such rights of election
         shall not have been exercised ("NON-ELECTING SHARE"), then for the
         purpose of this Section the kind and amount of securities, cash and
         other property receivable upon such Reorganization Event by each
         non-electing share shall be deemed to be the kind and amount so
         receivable per share by a plurality of the non-electing shares).

         The actual amount of Exchange Property receivable upon settlement of
         each Purchase Contract shall be (1) in the case of settlement on the
         Purchase Contract Settlement Date or pursuant to Section 5.04(b)(2), a
         variable amount based upon the applicable Settlement Rate and the
         Adjusted Applicable Market Value of the Exchange Property at such time
         and (2) in the case of any Early Settlement, determined in accordance
         with the procedures described under Section 5.07 using the Settlement
         Rate that results in the minimum amount of Exchange Property being
         delivered under such Purchase Contract.

         For purposes of this Section 5.04(b)(1) and Section 5.04(b)(2), the
         term "Adjusted Applicable Market Value" shall be deemed to refer to the
         "Adjusted Applicable Market Value" of the Exchange Property, and such
         value shall be determined (A) with respect to any publicly traded
         securities that comprise all or part of the Exchange Property, based on
         the Closing Price of such securities, (B) in the case of any cash that
         comprises all or part of the Exchange Property, based on the amount of
         such cash and (C) in the case of any other property that comprises all
         or part of the Exchange Property, based on the value of such property,
         as determined by a nationally recognized independent investment banking
         firm retained by the Company for this purpose;

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<PAGE>

         provided that prior to the separation of the Rights or any similar
         stockholder rights from the Common Stock, such Rights or similar
         stockholder rights shall be deemed to have no value. The term "Closing
         Price" shall be deemed to refer to the closing sale price, last quoted
         bid price or mid-point of the last bid and ask prices, as the case may
         be, of any publicly traded securities that comprise all or part of the
         Exchange Property. The term "Trading Day" shall be deemed to refer to
         any publicly traded securities that comprise all or part of the
         Exchange Property.

         In the event of such a Reorganization Event, the Person formed by such
         consolidation, merger or exchange or the Person which acquires the
         assets of the Company or, in the event of a liquidation, dissolution or
         termination of the Company, the Company or a liquidating trust created
         in connection therewith, shall execute and deliver to the Purchase
         Contract Agent an agreement supplemental hereto providing that each
         Holder of an Outstanding Unit shall have the rights provided by this
         Section 5.04(b). Such supplemental agreement shall provide for
         adjustments which, for events subsequent to the effective date of such
         supplemental agreement, shall be as nearly equivalent as may be
         practicable to the adjustments provided for in this Section 5.04. The
         above provisions of this Section 5.04 shall similarly apply to
         successive Reorganization Events.

                  (2) In the event of a consolidation or merger of the Company
         with or into another Person or any merger of another Person into the
         Company (other than a merger that does not result in any
         reclassification, conversion, exchange or cancellation of outstanding
         shares of Common Stock), in each case in which 30% or more of the total
         consideration paid to the Company's shareholders consists of cash or
         cash equivalents (a "CASH MERGER"), a Holder of a Unit may settle
         ("CASH MERGER EARLY SETTLEMENT") the Purchase Contract represented by
         such Unit, upon the conditions set forth below, at the Settlement Rate
         in effect immediately prior to the closing of the Cash Merger; provided
         that (i) the Cash Merger Early Settlement Date (as defined below) is no
         later than the fifth Business Day immediately preceding the Purchase
         Contract Settlement Date and (ii) no Cash Merger Early Settlement will
         be permitted pursuant to this Section 5.04(b)(2) unless, at the time
         such Cash Merger Early Settlement is effected, there is an effective
         Registration Statement with respect to any securities to be issued and
         delivered in connection with such Cash Merger Early Settlement, if such
         a Registration Statement is required (in the view of counsel, which
         need not be in the form of a written opinion, for the Company) under
         the Securities Act. If such a Registration Statement is so required,
         the Company covenants and agrees to use commercially reasonable efforts
         to (A) have in effect a Registration Statement covering any securities
         to be delivered in respect of the Purchase Contracts being settled and
         (B) provide a Prospectus in connection therewith, in each case in a
         form that may be used in connection with such Cash Merger Early
         Settlement. If a Holder effects a Cash Merger Early Settlement of some
         or all of its Purchase Contracts, such Holder shall be entitled to
         receive, on the Cash Merger Early Settlement Date, the aggregate amount
         of any Deferred Contract Adjustment Payments and any Accrued and Unpaid
         Contract Adjustment Payments since the immediately preceding Payment
         Date with respect to such Purchase Contracts. The Company shall pay
         such amount as a credit against the amount otherwise payable by the
         Holders to effect such Cash Merger Early Settlement.

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<PAGE>

         Within five Business Days of the completion of a Cash Merger, the
         Company shall provide written notice to Holders of Units of such
         completion of a Cash Merger, which shall specify the deadline for
         submitting the notice to settle early in cash pursuant to this Section
         5.04(b)(2), the date on which such Cash Merger Early Settlement shall
         occur (which date shall be 10 days after the date of such written
         notice by the Company, but which shall in no event be later than the
         fifth Business Day immediately preceding the Purchase Contract
         Settlement Date) (the "CASH MERGER EARLY SETTLEMENT DATE"), the
         applicable Settlement Rate and the amount (per share of Common Stock)
         of cash, securities and other consideration receivable by the Holder
         upon settlement, including the amount of Contract Adjustment Payments
         receivable upon settlement.

         Corporate Units Holders and Treasury Units Holders may only effect Cash
         Merger Early Settlement pursuant to this Section 5.04(b)(2) in integral
         multiples of 40 Corporate Units or Treasury Units, as the case may be.
         If the Treasury Portfolio has replaced the Senior Notes represented by
         the Corporate Units, Corporate Units Holders may only effect Cash
         Merger Early Settlement pursuant to this Section 5.04(b)(2) in
         multiples of 4,000 Corporate Units. Other than the provisions relating
         to timing of notice and settlement, which shall be as set forth above,
         the provisions of Section 5.01(a) shall apply with respect to a Cash
         Merger Early Settlement pursuant to this Section 5.04(b)(2).

         In order to exercise the right to effect Cash Merger Early Settlement
         with respect to any Purchase Contracts, the Holder of the Certificate
         evidencing Units shall deliver, no later than 5:00 p.m. (New York City
         time) on the third Business Day immediately preceding the Cash Merger
         Early Settlement Date, such Certificate to the Purchase Contract Agent
         at the Corporate Trust Office duly endorsed for transfer to the Company
         or in blank with the form of Election to Settle Early on the reverse
         thereof duly completed and accompanied by payment (payable to the
         Company in immediately available funds) in an amount equal to the
         product of (A) the Stated Amount times (B) the number of Purchase
         Contracts with respect to which the Holder has elected to effect Cash
         Merger Early Settlement, less the amount of any Contract Adjustment
         Payments payable to the Holder on the Cash Merger Early Settlement
         Date.

         If a Holder properly effects an effective Cash Merger Early Settlement
         in accordance with the provisions of this Section 5.04(b)(2), the
         Company will deliver (or will cause the Collateral Agent to deliver) to
         the Holder on the Cash Merger Early Settlement Date:

                           (i) the kind and amount of securities, cash and other
                  property receivable upon such Cash Merger by a Holder of the
                  number of shares of Common Stock issuable on account of each
                  Purchase Contract if the Purchase Contract Settlement Date had
                  occurred immediately prior to such Cash Merger (based on the
                  Settlement Rate in effect at such time), assuming such Holder
                  of Common Stock is not a Constituent Person or an Affiliate of
                  a Constituent Person to the extent such Cash Merger provides
                  for different treatment of Common Stock held by Affiliates of
                  the Company and non-affiliates and such Holder failed to
                  exercise its rights of election, if any, as to the kind or
                  amount of securities, cash and other property receivable upon
                  such Cash Merger (provided that if the kind or amount of
                  securities, cash and other property receivable upon such Cash
                  Merger is not the same

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                  for each non-electing share, then for the purpose of this
                  Section 5.04(b)(2), the kind and amount of securities, cash
                  and other property receivable upon such Cash Merger by each
                  non-electing share shall be deemed to be the kind and amount
                  so receivable per share by a plurality of the non-electing
                  shares). For the avoidance of doubt, for the purposes of
                  determining the Adjusted Applicable Market Value (in
                  connection with determining the appropriate Settlement Rate to
                  be applied in the foregoing sentence), the date of the closing
                  of the Cash Merger shall be deemed to be the Purchase Contract
                  Settlement Date;

                           (ii) the Senior Notes, the Applicable Ownership
                  Interests in the Treasury Portfolio or Treasury Securities, as
                  the case may be, related to the Purchase Contracts with
                  respect to which the Holder is effecting a Cash Merger Early
                  Settlement; and

                           (iii) if so required under the Securities Act, a
                  Prospectus as contemplated by this Section 5.04(b)(2).

                  (c) All calculations and determinations pursuant to this
         Section 5.04 shall be made by the Company or its agent and the Purchase
         Contract Agent shall have no responsibility with respect thereto.

                  (d) The Corporate Units or the Treasury Units of the Holders
         who do not elect Cash Merger Early Settlement in accordance with the
         foregoing will continue to remain outstanding and be subject to
         settlement on the Purchase Contract Settlement Date in accordance with
         the terms hereof.

         SECTION 5.5. Notice of Adjustments and Certain Other Events.

                  (a) Whenever the Settlement Rate is adjusted as herein
         provided, the Company shall within 10 Business Days following the
         occurrence of an event that requires an adjustment to the Settlement
         Rate pursuant to Section 5.04 (or if the Company is not aware of such
         occurrence, as soon as practicable after becoming so aware):

                           (i) compute the adjusted Settlement Rate in
                  accordance with Section 5.04 and prepare and transmit to the
                  Purchase Contract Agent an Officers' Certificate setting forth
                  the Settlement Rate, the method of calculation thereof in
                  reasonable detail, and the facts requiring such adjustment and
                  upon which such adjustment is based; and

                           (ii) provide a written notice to the Holders of the
                  Units of the occurrence of such event and a statement in
                  reasonable detail setting forth the method by which the
                  adjustment to the Settlement Rate was determined and setting
                  forth the adjusted Settlement Rate.

                  (b) The Purchase Contract Agent shall not at any time be under
         any duty or responsibility to any Holder of Units to determine whether
         any facts exist which may require any adjustment of the Settlement
         Rate, or with respect to the nature or extent or calculation of any

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         such adjustment when made, or with respect to the method employed in
         making the same. The Purchase Contract Agent shall be fully authorized
         and protected in relying on any Officers' Certificate delivered
         pursuant to Section 5.05(a)(i) and any adjustment contained therein and
         the Purchase Contract Agent shall not be deemed to have knowledge of
         any adjustment unless and until it has received such certificate. The
         Purchase Contract Agent shall not be accountable with respect to the
         validity or value (or the kind or amount) of any shares of Common
         Stock, or of any securities or property, which may at the time be
         issued or delivered with respect to any Purchase Contract; and the
         Purchase Contract Agent makes no representation with respect thereto.
         The Purchase Contract Agent shall not be responsible for any failure of
         the Company to issue, transfer or deliver any shares of Common Stock
         pursuant to a Purchase Contract or to comply with any of the duties,
         responsibilities or covenants of the Company contained in this Article.

         SECTION 5.6. Termination Event; Notice.

         The Purchase Contracts and all obligations and rights of the Company
         and the Holders thereunder, including, without limitation, the rights
         of the Holders to receive and the obligation of the Company to pay any
         Contract Adjustment Payments (including any accrued and unpaid Contract
         Adjustment Payments and any Deferred Contract Adjustment Payments), if
         the Company shall have such obligation, and the rights and obligations
         of Holders to purchase Common Stock, shall immediately and
         automatically terminate, without the necessity of any notice or action
         by any Holder, the Purchase Contract Agent or the Company, if, prior to
         or on the Purchase Contract Settlement Date, a Termination Event shall
         have occurred.

         Upon and after the occurrence of a Termination Event, the Units shall
         thereafter represent solely the right to receive the Senior Notes, the
         Treasury Securities or the appropriate Applicable Ownership Interests
         in the Treasury Portfolio, as the case may be, represented by such
         Units, in accordance with the provisions of Section 5.04 of the Pledge
         Agreement. Upon the occurrence of a Termination Event, the Company
         shall promptly but in no event later than two Business Days thereafter
         give written notice to the Purchase Contract Agent, the Collateral
         Agent and the Holders, at their addresses as they appear in the
         Security Register.

         SECTION 5.7. Early Settlement. (a) Subject to and upon compliance with
         the provisions of this Section 5.07, at the option of the Holder
         thereof, Purchase Contracts represented by Units may be settled early
         ("EARLY SETTLEMENT") at any time prior to 5:00 p.m. (New York City
         time) on the fifth Business Day immediately preceding the Purchase
         Contract Settlement Date; provided that no Early Settlement will be
         permitted pursuant to this Section 5.07 unless, at the time such Early
         Settlement is effected, there is an effective Registration Statement
         with respect to any securities to be issued and delivered in connection
         with such Early Settlement, if such a Registration Statement is
         required (in the view of counsel, which need not be in the form of a
         written opinion, for the Company) under the Securities Act. If such a
         Registration Statement is so required, the Company covenants and agrees
         to use commercially reasonable efforts to (A) have in effect a
         Registration Statement covering any securities to be delivered in
         respect of the Purchase Contracts being settled and (B) provide a
         Prospectus in connection therewith, in each case in a form that may be
         used in connection with such Early Settlement.

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                  (b) In order to exercise the right to effect Early Settlement
         with respect to any Purchase Contracts, the Holder of the Certificate
         evidencing Units shall deliver, at any time prior to 5:00 a.m. (New
         York City time) on the fifth Business Day immediately preceding the
         Purchase Contract Settlement Date, such Certificate to the Purchase
         Contract Agent at the Corporate Trust Office duly endorsed for transfer
         to the Company or in blank with the form of Election to Settle Early on
         the reverse thereof duly completed and accompanied by payment (payable
         to the Company in immediately available funds) in an amount (the "EARLY
         SETTLEMENT AMOUNT") equal to:

                           (i) the sum of (A) the product of (I) the Stated
                  Amount, times (II) the number of Purchase Contracts with
                  respect to which the Holder has elected to effect Early
                  Settlement, plus (B) if such delivery is made with respect to
                  any Purchase Contracts during the period from the close of
                  business on any Record Date next preceding any Payment Date to
                  the opening of business on such Payment Date, an amount equal
                  to the Contract Adjustment Payments payable on such Payment
                  Date with respect to such Purchase Contracts, less

                           (ii) the amount of any Deferred Contract Adjustment
                  Payments payable to such Holder as a result of such Early
                  Settlement.

         Except as provided in the immediately preceding sentence, no payment
         shall be made upon Early Settlement of any Purchase Contract on account
         of any Contract Adjustment Payments accrued on such Purchase Contract
         since the immediately preceding Payment Date or on account of any
         dividends on the Common Stock issued upon such Early Settlement.
         However, a Holder effecting an Early Settlement of some or all of its
         Purchase Contracts shall be entitled to receive, on the date it
         receives the shares of Common Stock referred to in Section 5.07(d), the
         amount of any Deferred Contract Adjustment Payments with respect to
         such Purchase Contracts, calculated as of the immediately preceding
         Payment Date. The amount of such Deferred Contract Adjustment Payments
         shall be credited against the amount otherwise payable by the Holder to
         effect such Early Settlement as set forth in clause (ii) above. If the
         foregoing requirements are first satisfied with respect to Purchase
         Contracts represented by any Units at or prior to 5:00 p.m. (New York
         City time) on a Business Day, such day shall be the "EARLY SETTLEMENT
         DATE" with respect to such Units and if such requirements are first
         satisfied after 5:00 p.m. (New York City time) on a Business Day or on
         a day that is not a Business Day, the "EARLY SETTLEMENT DATE" with
         respect to such Units shall be the next succeeding Business Day.

         Upon the receipt of such Certificate and Early Settlement Amount from
         the Holder, the Purchase Contract Agent shall pay to the Company such
         Early Settlement Amount, the receipt of which payment the Company shall
         confirm in writing. The Purchase Contract Agent shall then, in
         accordance with Section 5.06 of the Pledge Agreement, notify the
         Collateral Agent that (A) such Holder has elected to effect an Early
         Settlement, which notice shall set forth the number of such Purchase
         Contracts as to which such Holder has elected to effect Early
         Settlement, (B) the Purchase Contract Agent has received from such
         Holder, and paid to the Company as confirmed

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         in writing by the Company, the related Early Settlement Amount and (C)
         all conditions to such Early Settlement have been satisfied.

         Holders of Treasury Units may only effect Early Settlement pursuant to
         this Section 5.07 in integral multiples of 40 Treasury Units. If the
         Treasury Portfolio has replaced the Senior Notes represented by the
         Corporate Units, Corporate Units Holders may only effect Early
         Settlement pursuant to this Section 5.07 in integral multiples of 4,000
         Corporate Units.

         Upon Early Settlement of the Purchase Contracts, the rights of the
         Holders to receive and the obligation of the Company to pay any accrued
         and unpaid Contract Adjustment Payments since the immediately preceding
         Payment Date and any future Contract Adjustment Payments with respect
         to such Purchase Contracts shall immediately and automatically
         terminate.

                  (c) Upon Early Settlement of Purchase Contracts by a Holder of
         the related Units, the Company shall issue, and the Holder shall be
         entitled to receive, [  ] shares of Common Stock on account of each
         Purchase Contract as to which Early Settlement is effected (the "EARLY
         SETTLEMENT RATE"). The Early Settlement Rate shall be adjusted in the
         same manner and at the same time as the Settlement Rate is adjusted
         pursuant to Section 5.04.

                  (d) No later than the third Business Day after the applicable
         Early Settlement Date, the Company shall cause:

                           (i) the shares of Common Stock issuable upon Early
                  Settlement of Purchase Contracts to be issued and delivered,
                  together with payment in lieu of any fraction of a share, as
                  provided in Section 5.09; and

                           (ii) the related Senior Notes or the Applicable
                  Ownership Interests in the Treasury Portfolio, as applicable,
                  in the case of Corporate Units, or the related Treasury
                  Securities, in the case of Treasury Units, to be released from
                  the Pledge by the Collateral Agent and transferred, in each
                  case, to the Purchase Contract Agent for delivery to the
                  Holder thereof or its designee.

                  (e) Upon Early Settlement of any Purchase Contracts, and
         subject to receipt of shares of Common Stock from the Company and the
         Senior Notes, the Applicable Ownership Interests in the Treasury
         Portfolio or Treasury Securities, as the case may be, from the
         Securities Intermediary, as applicable, the Purchase Contract Agent
         shall, in accordance with the instructions provided by the Holder
         thereof on the applicable form of Election to Settle Early on the
         reverse of the Certificate evidencing the related Units:

                           (i) transfer to the Holder the Senior Notes, the
                  Applicable Ownership Interests in the Treasury Portfolio or
                  Treasury Securities, as the case may be, represented by such
                  Units,

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                           (ii) deliver to the Holder a certificate or
                  certificates for the full number of shares of Common Stock
                  issuable upon such Early Settlement, together with payment in
                  lieu of any fraction of a share, as provided in Section 5.09,
                  and

                           (iii) if so required under the Securities Act,
                  deliver a Prospectus for the shares of Common Stock issuable
                  upon such Early Settlement as contemplated by Section 5.07(a).

                  (f) In the event that Early Settlement is effected with
         respect to Purchase Contracts represented by less than all the Units
         evidenced by a Certificate, upon such Early Settlement the Company
         shall execute and the Purchase Contract Agent shall execute on behalf
         of the Holder, authenticate and deliver to the Holder thereof, at the
         expense of the Company, a Certificate evidencing the Units as to which
         Early Settlement was not effected.

                  (g) A Holder of a Unit who effects Early Settlement may elect
         to have the Senior Notes no longer represented by a Corporate Unit
         remarketed in accordance with the provisions of Section 5.02.

         SECTION 5.8. Intentionally Omitted.

         SECTION 5.9. No Fractional Shares.

         No fractional shares or scrip representing fractional shares of Common
         Stock shall be issued or delivered upon settlement on the Purchase
         Contract Settlement Date, or upon Early Settlement or Cash Merger Early
         Settlement of any Purchase Contracts. If Certificates evidencing more
         than one Purchase Contract shall be surrendered for settlement at one
         time by the same Holder, the number of full shares of Common Stock that
         shall be delivered upon settlement shall be computed on the basis of
         the aggregate number of Purchase Contracts evidenced by the
         Certificates so surrendered. Instead of any fractional share of Common
         Stock that would otherwise be deliverable upon settlement of any
         Purchase Contracts on the Purchase Contract Settlement Date, or upon
         Early Settlement or Cash Merger Early Settlement, the Company, through
         the Purchase Contract Agent, shall make a cash payment in respect of
         such fractional interest in an amount equal to the percentage of such
         fractional share times the Applicable Market Value calculated as if the
         date of such settlement were the Purchase Contract Settlement Date. The
         Company shall provide the Purchase Contract Agent from time to time
         with sufficient funds to permit the Purchase Contract Agent to make all
         cash payments required by this Section 5.09 in a timely manner.

         SECTION 5.10. Charges and Taxes.

         The Company will pay all stock transfer and similar taxes attributable
         to the initial issuance and delivery of the shares of Common Stock
         pursuant to the Purchase Contracts; provided, however, that the Company
         shall not be required to pay any such tax or taxes which may be payable
         in respect of any exchange of or substitution for a Certificate
         evidencing a Unit or any issuance of a share of Common Stock in a name
         other than that of the registered Holder of a Certificate

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<PAGE>

         surrendered in respect of the Units evidenced thereby, other than in
         the name of the Purchase Contract Agent, as custodian for such Holder,
         and the Company shall not be required to issue or deliver such share
         certificates or Certificates unless or until the Person or Persons
         requesting the transfer or issuance thereof shall have paid to the
         Company the amount of such tax or shall have established to the
         satisfaction of the Company that such tax has been paid.

         SECTION 5.11. Contract Adjustment Payments.

                  (a) Subject to Section 5.11(d) and Section 5.12, the Company
         shall pay, on each Payment Date, the Contract Adjustment Payments
         payable in respect of each Purchase Contract to the Person in whose
         name a Certificate is registered at the close of business on the Record
         Date relating to such Payment Date. The Contract Adjustment Payments
         will be payable at the office of the Purchase Contract Agent in the
         Borough of Manhattan, New York City maintained for that purpose. If the
         book-entry system for the Units has been terminated, the Contract
         Adjustment Payments will be payable, at the option of the Company, by
         check mailed to the address of the Person entitled thereto at such
         Person's address as it appears on the Security Register, or by wire
         transfer to the account designated by such Person by a prior written
         notice to the Purchase Contract Agent. If any date on which Contract
         Adjustment Payments are to be made is not a Business Day, then payment
         of the Contract Adjustment Payments payable on such date will be made
         on the next succeeding day that is a Business Day (and without any
         interest in respect of any such delay); provided that if such Business
         Day is in the next succeeding calendar year, then payment of the
         Contract Adjustment Payments will be made on the Business Day
         immediately preceding such Business Day. Contract Adjustment Payments
         payable for any period will be computed on the basis of a 360-day year
         of twelve 30-day months. The Contract Adjustment Payments will accrue
         from June [ ], 2003.

                  (b) Upon the occurrence of a Termination Event, the Company's
         obligation to pay future Contract Adjustment Payments (including any
         accrued Contract Adjustment Payments and any Deferred Contract
         Adjustment Payments) shall cease.

                  (c) Each Certificate delivered under this Agreement upon
         registration of transfer of or in exchange for or in lieu of (including
         as a result of a Collateral Substitution or the recreation of Corporate
         Units) any other Certificate shall carry the right to accrued and
         unpaid Contract Adjustment Payments and Deferred Contract Adjustment
         Payments, which right was carried by the Purchase Contracts represented
         by such other Certificates.

                  (d) In the case of any Unit with respect to which Early
         Settlement or Cash Merger Early Settlement of the Purchase Contract
         represented by such Unit is effected on a date that is after any Record
         Date and prior to or on the next succeeding Payment Date, Contract
         Adjustment Payments otherwise payable on such Payment Date shall be
         payable on such Payment Date notwithstanding such Early Settlement or
         Cash Merger Early Settlement, and such Contract Adjustment Payments
         shall be paid to the Person in whose name the Certificate evidencing
         such Unit is registered at the close of business on such Record Date.
         Except as otherwise expressly provided in the immediately preceding
         sentence, in the case of any Unit with respect to which

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         Early Settlement or Cash Merger Early Settlement of the Purchase
         Contract represented by such Unit is effected, Contract Adjustment
         Payments that would otherwise be payable after the Early Settlement or
         Cash Merger Early Settlement Date with respect to such Purchase
         Contract shall not be payable.

                  (e) The Company's obligations with respect to Contract
         Adjustment Payments, if any, will be subordinated and junior in right
         of payment to the Company's obligations under any Indebtedness.

                  (f) In the event (x) of any payment by, or distribution of
         assets of, the Company of any kind or character, whether in cash,
         property or securities, to creditors upon any dissolution, winding-up,
         liquidation or reorganization of the Company, whether voluntary or
         involuntary or in bankruptcy, insolvency, receivership or other
         proceedings, or (y) subject to the provisions of Section 5.11(h) below,
         that (i) a default shall have occurred and be continuing with respect
         to the payment of principal, interest or any other monetary amounts due
         and payable on any Indebtedness and such default shall have continued
         beyond the period of grace, if any, specified in the instrument
         evidencing such Indebtedness (and the Purchase Contract Agent shall
         have received written notice thereof from the Company or one or more
         holders of Indebtedness or their representative or representatives or
         the trustee or trustees under any indenture pursuant to which any such
         Indebtedness may have been issued), or (ii) the maturity of any
         Indebtedness shall have been accelerated because of a default in
         respect of such Indebtedness (and the Purchase Contract Agent shall
         have received written notice thereof from the Company or one or more
         holders of Indebtedness or their representative or representatives or
         the trustee or trustees under any indenture pursuant to which any such
         Indebtedness may have been issued), then:

                           (i) the holders of all Indebtedness shall first be
                  entitled to receive, in the case of clause (x) above, payment
                  of all amounts due or to become due upon all Indebtedness and,
                  in the case of subclauses (i) and (ii) of clause (y) above,
                  payment of all amounts due thereon, or provision shall be made
                  for such payment in money or money's worth, before the Holders
                  of any of the Units are entitled to receive any Contract
                  Adjustment Payments on the Purchase Contracts represented by
                  the Units;

                           (ii) any payment by, or distribution of assets of,
                  the Company of any kind or character, whether in cash,
                  property or securities, to which the Holders of any of the
                  Units would be entitled except for the provisions of Section
                  5.11(e) through (q), shall be paid or delivered by the Person
                  making such payment or distribution, whether a trustee in
                  bankruptcy, a receiver or liquidating trustee or otherwise,
                  directly to the representative or representatives of the
                  holders of Indebtedness or to the trustee or trustees under
                  any indenture under which any instruments evidencing any of
                  such Indebtedness may have been issued, ratably according to
                  the aggregate amounts remaining unpaid on account of such
                  Indebtedness held or represented by each, to the extent
                  necessary to make payment in full of all Indebtedness
                  remaining unpaid after giving effect to any concurrent payment
                  or distribution (or provision therefor) to the holders of such
                  Indebtedness, before any

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                  payment or distribution is made of such Contract Adjustment
                  Payments to the Holders of such Units; and

                           (iii) in the event that, notwithstanding the
                  foregoing, any payment by, or distribution of assets of, the
                  Company of any kind or character, whether in cash, property or
                  securities, shall be received by the Purchase Contract Agent
                  or the Holders of any of the Units when such payment or
                  distribution is prohibited pursuant to Section 5.11(e) through
                  (q), such payment or distribution shall be paid over to the
                  representative or representatives of the holders of
                  Indebtedness or to the trustee or trustees under any indenture
                  pursuant to which any instruments evidencing any such
                  Indebtedness may have been issued, ratably as aforesaid, for
                  application to the payment of all Indebtedness remaining
                  unpaid until all such Indebtedness shall have been paid in
                  full, after giving effect to any concurrent payment or
                  distribution (or provision therefor) to the holders of such
                  Indebtedness.

                  (g) For purposes of Section 5.11(e) through (q), the words
         "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 Person provided for by a plan of reorganization or
         readjustment, the payment of which is subordinated at least to the
         extent provided in Section 5.11(e) through (q) with respect to such
         Contract Adjustment Payments on the Units to the payment of all
         Indebtedness which may at the time be outstanding; provided that (i)
         the indebtedness or guarantee of indebtedness, as the case may be, that
         constitutes Indebtedness is assumed by the Person, if any, resulting
         from any such reorganization or readjustment, and (ii) the rights of
         the holders of the Indebtedness are not, without the consent of each
         such holder adversely affected thereby, altered by such reorganization
         or readjustment;

                  (h) Any failure by the Company to make any payment on or
         perform any other obligation under Indebtedness, other than any
         indebtedness incurred by the Company or assumed or guaranteed, directly
         or indirectly, by the Company for money borrowed (or any deferral,
         renewal, extension or refunding thereof) or any indebtedness or
         obligation as to which the provisions of Section 5.11(e) through (g)
         shall have been waived by the Company in the instrument or instruments
         by which the Company incurred, assumed, guaranteed or otherwise created
         such indebtedness or obligation, shall not be deemed a default or event
         of default if (i) the Company shall be disputing its obligation to make
         such payment or perform such obligation and (ii) either (A) no final
         judgment relating to such dispute shall have been issued against the
         Company which is in full force and effect and is not subject to further
         review, including a judgment that has become final by reason of the
         expiration of the time within which a party may seek further appeal or
         review, and (B) in the event a judgment that is subject to further
         review or appeal has been issued, the Company shall in good faith be
         prosecuting an appeal or other proceeding for review and a stay of
         execution shall have been obtained pending such appeal or review.

                  (i) Subject to the irrevocable payment in full of all
         Indebtedness, the Holders of the Units shall be subrogated (equally and
         ratably with the holders of all obligations of the Company

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<PAGE>

         which by their express terms are subordinated to Indebtedness of the
         Company to the same extent as payment of the Contract Adjustment
         Payments in respect of the Purchase Contracts represented by the Units
         is subordinated and which are entitled to like rights of subrogation)
         to the rights of the holders of Indebtedness to receive payments or
         distributions of cash, property or securities of the Company applicable
         to the Indebtedness until all such Contract Adjustment Payments owing
         on the Units shall be paid in full, and as between the Company, its
         claimholders other than holders of such Indebtedness and the Holders,
         no such payment or distribution made to the holders of Indebtedness by
         virtue of Section 5.11(e) through (q) that otherwise would have been
         made to the Holders shall be deemed to be a payment by the Company on
         account of such Indebtedness, it being understood that the provisions
         of Section 5.11(e) through (q) are and are intended solely for the
         purpose of defining the relative rights of the Holders, on the one
         hand, and the holders of Indebtedness, on the other hand.

                  (j) Nothing contained in Section 5.11(e) through (q) or
         elsewhere in this Agreement or in the Units is intended to or shall
         impair, as among the Company, its claimholders other than the holders
         of Indebtedness and the Holders, the obligation of the Company, which
         is absolute and unconditional, to pay to the Holders such Contract
         Adjustment Payments on the Units as and when the same shall become due
         and payable in accordance with their terms, or is intended to or shall
         affect the relative rights of the Holders and claimholders of the
         Company other than the holders of Indebtedness, nor shall anything
         herein or therein prevent the Purchase Contract Agent or any Holder
         from exercising all remedies otherwise permitted by applicable law upon
         default under this Agreement, subject to the rights, if any, under
         Section 5.11(e) through (q), of the holders of Indebtedness in respect
         of cash, property or securities of the Company received upon the
         exercise of any such remedy.

                  (k) Upon payment or distribution of assets of the Company
         referred to in Section 5.11(e) through (q), the Purchase Contract Agent
         and the Holders shall be entitled to rely upon any order or decree made
         by any court of competent jurisdiction in which any such dissolution,
         winding up, liquidation or reorganization proceeding affecting the
         affairs of the Company is pending or upon a certificate of the trustee
         in bankruptcy, receiver, assignee for the benefit of creditors,
         liquidating trustee or Purchase Contract Agent or other person making
         any payment or distribution, delivered to the Purchase Contract Agent
         or to the Holders, for the purpose of ascertaining the Persons entitled
         to participate in such payment or distribution, the holders of the
         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 these Section 5.11(e)
         through (q).

                  (l) The Purchase Contract Agent shall be entitled to rely on
         the delivery to it of a written notice by a Person representing himself
         to be a holder of Indebtedness (or a trustee or representative on
         behalf of such holder) to establish that such notice has been given by
         a holder of Indebtedness or a trustee or representative on behalf of
         any such holder or holders. In the event that the Purchase Contract
         Agent determines in good faith that further evidence is required with
         respect to the right of any Person as a holder of Indebtedness to
         participate in any payment or distribution pursuant to Section 5.11(e)
         through (q), the Purchase Contract Agent may request

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         such Person to furnish evidence to the reasonable satisfaction of the
         Purchase Contract Agent as to the amount of Indebtedness held by such
         Person, the extent to which such Person is entitled to participate in
         such payment or distribution and any other facts pertinent to the
         rights of such Person under Section 5.11(e) through (q), and, if such
         evidence is not furnished, the Purchase Contract Agent may defer
         payment to such Person pending judicial determination as to the right
         of such Person to receive such payment.

                  (m) Nothing contained in Section 5.11(e) through (q) shall
         affect the obligations of the Company to make, or prevent the Company
         from making, payment of the Contract Adjustment Payments, except as
         otherwise provided in these Section 5.11(e) through (q).

                  (n) Each Holder of Units, by its acceptance thereof,
         authorizes and directs the Purchase Contract Agent on its behalf to
         take such action as may be necessary or appropriate to effectuate the
         subordination provided in Section 5.11 (e) through (q) and appoints the
         Purchase Contract Agent its attorney-in-fact, as the case may be, for
         any and all such purposes.

                  (o) The Company shall give prompt written notice to the
         Purchase Contract Agent of any fact known to the Company that would
         prohibit the making of any payment of moneys to or by the Purchase
         Contract Agent in respect of the Units pursuant to the provisions of
         this Section. Notwithstanding the provisions of Section 5.11(e) through
         (q) or any other provisions of this Agreement, the Purchase Contract
         Agent shall not be charged with knowledge of the existence of any facts
         that would prohibit the making of any payment of moneys to or by the
         Purchase Contract Agent, or the taking of any other action by the
         Purchase Contract Agent, unless and until the Purchase Contract Agent
         shall have received written notice thereof mailed or delivered to the
         Purchase Contract Agent from the Company, any Holder, or the holder or
         representative of any Indebtedness; provided that if at least two
         Business Days prior to the date upon which by the terms hereof any such
         moneys may become payable for any purpose, the Purchase Contract Agent
         shall not have received with respect to such moneys the notice provided
         for in this Section, then, anything herein contained to the contrary
         notwithstanding, the Purchase Contract Agent shall have full power and
         authority to receive such moneys and to apply the same to the purpose
         for which they were received and shall not be affected by any notice to
         the contrary that may be received by it within two Business Days prior
         to or on or after such date.

                  (p) The Purchase Contract Agent in its individual capacity
         shall be entitled to all the rights set forth in this Section with
         respect to any Indebtedness at the time held by it, to the same extent
         as any other holder of Indebtedness and nothing in this Agreement shall
         deprive the Purchase Contract Agent of any of its rights as such
         holder.

                  (q) No right of any present or future holder of any
         Indebtedness to enforce the subordination herein shall at any time or
         in any way be prejudiced or impaired by any act or failure to act on
         the part of the Company or by any noncompliance by the Company with the
         terms, provisions and covenants of this Agreement, regardless of any
         knowledge thereof which any such holder may have or be otherwise
         charged with.

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                  (r) Nothing in this Section 5.11 shall apply to claims of, or
         payments to, the Purchase Contract Agent under or pursuant to Section
         7.07.

                  (s) With respect to the holders of Indebtedness, (i) the
         duties and obligations of the Purchase Contract Agent shall be
         determined solely by the express provisions of this Agreement; (ii) the
         Purchase Contract Agent shall not be liable to any such holders if it
         shall, acting in good faith, mistakenly pay over or distribute to the
         Holders or to the Company or any other Person cash, property or
         securities to which any holders of Indebtedness shall be entitled by
         virtue of this Section 5.11 or otherwise; (iii) no implied covenants or
         obligations shall be read into this Agreement against the Purchase
         Contract Agent; and (iv) the Purchase Contract Agent shall not be
         deemed to be a fiduciary as to such holders.

                  SECTION 5.12. Deferral of Contract Adjustment Payments. (a)
         The Company has the right to defer payment of all or part of the
         Contract Adjustment Payments in respect of each Purchase Contract until
         no later than the Purchase Contract Settlement Date (or, in the event
         of an effective Early Settlement or Cash Merger Early Settlement, the
         Early Settlement Date or Cash Merger Early Settlement Date, as the case
         may be), but only if the Company shall give the Holders and the
         Purchase Contract Agent written notice of its election to defer such
         payment (specifying the amount to be deferred) at least ten Business
         Days prior to the earlier of (i) the next succeeding Payment Date or
         (ii) the date the Company is required to give notice of the Record Date
         or Payment Date with respect to payment of such Contract Adjustment
         Payments to the NYSE or other applicable self-regulatory organization
         or to Holders, but in any event not less than one Business Day prior to
         such Record Date. If the Company so elects to defer Contract Adjustment
         Payments, the Company shall pay additional Contract Adjustment Payments
         on such deferred installments of Contract Adjustment Payments at a rate
         equal to [ ]% per annum, compounding on each succeeding Payment Date,
         until such deferred installments are paid in full (such deferred
         installments of Contract Adjustment Payments together with the accrued
         additional Contract Adjustment Payments thereon, being referred to
         herein as the "DEFERRED CONTRACT ADJUSTMENT PAYMENTS"). Deferred
         Contract Adjustment Payments shall be due on the next succeeding
         Payment Date except to the extent that payment is deferred pursuant to
         this Section.

                  (b) In the event that the Company elects to defer the payment
         of Contract Adjustment Payments on the Purchase Contracts until the
         Purchase Contract Settlement Date (or, in the event of an effective
         Early Settlement or Cash Merger Early Settlement, the Early Settlement
         Date or Cash Merger Early Settlement Date, as the case may be), each
         Holder will receive on the Purchase Contract Settlement Date, Early
         Settlement Date or Cash Merger Early Settlement Date, as applicable,
         the aggregate amount of Deferred Contract Adjustment Payments to the
         extent such amounts are not deducted from the Stated Amount in the case
         of a Cash Settlement, any Early Settlement or any Cash Merger Early
         Settlement. The Company shall pay such amount on the Purchase Contract
         Settlement Date (or, in the event of an effective Early Settlement or
         Cash Merger Early Settlement, the Early

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         Settlement Date or Cash Merger Early Settlement Date, as the case may
         be) in the manner described in Section 5.11(a).

                  (c) In the event the Company exercises its option to defer the
         payment of Contract Adjustment Payments, then, until all Deferred
         Contract Adjustment Payments have been paid, the Company shall not, and
         shall not permit any of its subsidiaries to, declare or pay dividends
         on, make distributions with respect to, or redeem, purchase or acquire,
         or make a liquidation payment with respect to, any of its capital stock
         or their capital stock; provided that the Company's subsidiaries will
         not be restricted from declaring or paying such dividends, or making
         such distributions, to the Company or any of the Company's other
         subsidiaries as a result of the foregoing.

                                    ARTICLE 6

                                    REMEDIES

                  SECTION 6.1. Unconditional Right of Holders to Receive
         Contract Adjustment Payments and to Purchase Shares of Common Stock.

                  Each Holder of a Unit shall have the right, which is absolute
         and unconditional, (i) subject to Article 5, to receive each Contract
         Adjustment Payment with respect to the Purchase Contract represented by
         such Unit on the applicable Payment Date and (ii) except upon and
         following a Termination Event, to purchase shares of Common Stock
         pursuant to such Purchase Contract and, in each such case, to institute
         suit for the enforcement of any such right to receive Contract
         Adjustment Payments and the right to purchase shares of Common Stock,
         and such rights shall not be impaired without the consent of such
         Holder.

                  SECTION 6.2. Restoration of Rights and Remedies.

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

                  SECTION 6.3. Rights and Remedies Cumulative.

                  Except as otherwise provided with respect to the replacement
         or payment of mutilated, destroyed, lost or stolen Certificates in the
         last paragraph of Section 3.10, no right or remedy herein conferred
         upon or reserved 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

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         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 6.4. Delay or Omission Not Waiver.

                  No delay or omission of any Holder to exercise any right upon
         a default or remedy upon a default shall impair any such right or
         remedy or constitute a waiver of any such right. Every right and remedy
         given by this Article or by law to the Holders may be exercised from
         time to time, and as often as may be deemed expedient, by such Holders.

                  SECTION 6.5. Undertaking for Costs.

                  All parties to this Agreement agree, and each Holder of a
         Unit, by its acceptance of such Unit 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 Agreement, or in any suit
         against the Purchase Contract Agent for any action taken, suffered or
         omitted by it as Purchase Contract Agent, 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 and costs 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; provided that
         the provisions of this Section shall not apply to any suit instituted
         by the Purchase Contract Agent, to any suit instituted by any Holder,
         or group of Holders, holding in the aggregate more than 10% of the
         Outstanding Units, or to any suit instituted by any Holder for the
         enforcement of interest on any Senior Notes or Contract Adjustment
         Payments on or after the respective Payment Date therefor in respect of
         any Unit held by such Holder, or for enforcement of the right to
         purchase shares of Common Stock under the Purchase Contracts
         represented by any Unit held by such Holder.

                  SECTION 6.6. 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
         Agreement; 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 Purchase Contract Agent or the Holders, but
         will suffer and permit the execution of every such power as though no
         such law had been enacted.

                                    ARTICLE 7

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                           THE PURCHASE CONTRACT AGENT

                  SECTION 7.1. Certain Duties and Responsibilities.

                  (a) The Purchase Contract Agent:

                  (1) undertakes to perform, with respect to the Units, such
         duties and only such duties as are specifically set forth in this
         Agreement, the Pledge Agreement and the Remarketing Agreement and no
         implied covenants or obligations shall be read into this Agreement, the
         Pledge Agreement or the Remarketing Agreement against the Purchase
         Contract Agent; and

                  (2) in the absence of bad faith or gross negligence on its
         part, may, with respect to the Units, conclusively rely, as to the
         truth of the statements and the correctness of the opinions expressed
         therein, upon certificates or opinions furnished to the Purchase
         Contract Agent and conforming to the requirements of this Agreement or
         the Pledge Agreement or the Remarketing Agreement, as applicable, but
         in the case of any certificates or opinions which by any provision
         hereof are specifically required to be furnished to the Purchase
         Contract Agent, the Purchase Contract Agent shall be under a duty to
         examine the same to determine whether or not they conform to the
         requirements of this Agreement, the Pledge Agreement or the Remarketing
         Agreement, as applicable (but need not confirm or investigate the
         accuracy of the mathematical calculations or other facts stated
         therein).

                  (b) No provision of this Agreement, the Pledge Agreement or
         the Remarketing Agreement shall be construed to relieve the Purchase
         Contract Agent from liability for its own grossly negligent action, its
         own grossly 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 Purchase Contract Agent shall not be liable for any
         error of judgment made in good faith by a Responsible Officer, unless
         it shall be conclusively determined by a court of competent
         jurisdiction that the Purchase Contract Agent was grossly negligent in
         ascertaining the pertinent facts; and

                  (3) no provision of this Agreement or the Pledge Agreement or
         the Remarketing Agreement shall require the Purchase Contract Agent 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 it shall have reasonable grounds for
         believing that repayment of such funds or adequate indemnity against
         such risk or liability is not reasonably assured to it.

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                  (c) Whether or not therein expressly so provided, every
         provision of this Agreement, the Pledge Agreement and the Remarketing
         Agreement relating to the conduct or affecting the liability of or
         affording protection to the Purchase Contract Agent shall be subject to
         the provisions of this Section.

                  (d) The Purchase Contract Agent is authorized to execute and
         deliver the Pledge Agreement and the Remarketing Agreement in its
         capacity as Purchase Contract Agent.

                  SECTION 7.2. Notice of Default.

                  Within 30 days after the occurrence of any default by the
         Company hereunder of which a Responsible Officer of the Purchase
         Contract Agent has actual knowledge, the Purchase Contract Agent shall
         transmit by mail to the Company and the Holders of Units, as their
         names and addresses appear in the Security Register, notice of such
         default hereunder, unless such default shall have been cured or waived.

                  SECTION 7.3. Certain Rights of Purchase Contract Agent.

                  Subject to the provisions of Section 7.01:

                  (1) the Purchase Contract Agent may, in the absence of bad
         faith, conclusively rely and shall be fully protected in acting or
         refraining from acting upon any resolution, certificate, statement,
         instrument, opinion, report, notice, request, direction, consent,
         order, bond, Senior Note, note, other evidence of indebtedness or other
         paper or document believed by it to be genuine and to have been signed
         or presented by the proper party or parties;

                  (2) any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by an Officers' Certificate, Issuer
         Order or Issuer Request, and any resolution of the Board of Directors
         of the Company may be sufficiently evidenced by a Board Resolution;

                  (3) whenever in the administration of this Agreement or the
         Pledge Agreement or the Remarketing Agreement the Purchase Contract
         Agent shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting to take any action hereunder,
         the Purchase Contract Agent (unless other evidence be herein
         specifically prescribed in this Agreement) may, in the absence of bad
         faith on its part, conclusively rely upon an Officers' Certificate of
         the Company;

                  (4) the Purchase Contract Agent may consult with counsel of
         its selection appointed with due care by it hereunder 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;

                  (5) the Purchase Contract Agent shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other

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<PAGE>

         paper or document, but the Purchase Contract Agent, in its discretion,
         may make reasonable further inquiry or investigation into such facts or
         matters related to the execution, delivery and performance of the
         Purchase Contracts as it may see fit, and, if the Purchase Contract
         Agent shall determine to make such further inquiry or investigation, it
         shall be entitled to examine the relevant books, records and premises
         of the Company, personally or by agent or attorney;

                  (6) the Purchase Contract Agent may execute any of the powers
         hereunder or perform any duties hereunder either directly or by or
         through agents, attorneys, custodians or nominees or an Affiliate and
         the Purchase Contract Agent shall not be responsible for any misconduct
         or negligence on the part of any agent, attorney, custodian or nominee
         or an Affiliate appointed with due care by it hereunder;

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

                  (8) the Purchase Contract Agent shall not be liable for any
         action taken, suffered, or omitted to be taken by it in the absence of
         bad faith or gross negligence by it;

                  (9) the Purchase Contract Agent shall not be deemed to have
         notice of any default hereunder unless a Responsible Officer of the
         Purchase Contract Agent has actual knowledge thereof or unless written
         notice of any event that is in fact such a default is received by the
         Purchase Contract Agent at the Corporate Trust Office of the Purchase
         Contract Agent, and such notice references the Units and this
         Agreement;

                  (10) the Purchase Contract Agent may request that the Company
         deliver an Officers' Certificate setting forth the names of individuals
         and/or titles of officers authorized at such time to take specified
         actions pursuant to this Agreement, which Officers' Certificate may be
         signed by any person authorized to sign an Officers' Certificate,
         including any person specified as so authorized in any such certificate
         previously delivered and not superseded;

                  (11) the rights, privileges, protections, immunities and
         benefits given to the Purchase Contract Agent, including, without
         limitation, its right to be indemnified, are extended to, and shall be
         enforceable by, the Purchase Contract Agent in each of its capacities
         hereunder, and to each agent, custodian and other Person employed to
         act hereunder; and

                  (12) The Purchase Contract Agent shall not be required to
         initiate or conduct any litigation or collection proceedings hereunder
         and shall have no responsibilities with respect to any default
         hereunder except as expressly set forth herein.

                  SECTION 7.4. Not Responsible for Recitals or Issuance of
         Units.

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                  The recitals contained herein, in the Pledge Agreement, the
         Remarketing Agreement and in the Certificates shall be taken as the
         statements of the Company, and the Purchase Contract Agent assumes no
         responsibility for their accuracy or validity. The Purchase Contract
         Agent makes no representations as to the validity or sufficiency of
         either this Agreement or of the Units, or of the Pledge Agreement or
         the Pledge or the Collateral and shall have no responsibility for
         perfecting or maintaining the perfection of any security interest in
         the Collateral. The Purchase Contract Agent shall not be accountable
         for the use or application by the Company of the proceeds in respect of
         the Purchase Contracts.

                  SECTION 7.5. May Hold Units.

                  Any Security Registrar or any other agent of the Company, or
         the Purchase Contract Agent and its Affiliates, in their individual or
         any other capacity, may become the owner or pledgee of Units and may
         otherwise deal with the Company, the Collateral Agent or any other
         Person with the same rights it would have if it were not Security
         Registrar or such other agent, or the Purchase Contract Agent. The
         Company may become the owner or pledgee of Units.

                  SECTION 7.6. Money Held in Custody.

                  Money held by the Purchase Contract Agent in custody hereunder
         need not be segregated from the Purchase Contract Agent's other funds
         except to the extent required by law or provided herein. The Purchase
         Contract Agent shall be under no obligation to invest or pay interest
         on any money received by it hereunder except as otherwise provided
         hereunder or agreed in writing with the Company.

                  SECTION 7.7. Compensation and Reimbursement.

                  The Company agrees:

                  (1) to pay to the Purchase Contract Agent compensation for all
         services rendered by it hereunder, under the Pledge Agreement and under
         the Remarketing Agreement as the Company and the Purchase Contract
         Agent shall from time to time agree in writing;

                  (2) except as otherwise expressly provided for herein, to
         reimburse the Purchase Contract Agent upon its request for all
         reasonable expenses, disbursements and advances incurred or made by the
         Purchase Contract Agent in accordance with any provision of this
         Agreement, the Pledge Agreement and the Remarketing Agreement
         (including the reasonable compensation and the expenses and
         disbursements of its agents and counsel) in connection with the
         negotiation, preparation, execution and delivery and performance of
         this Agreement, the Pledge Agreement and the Remarketing Agreement and
         any modification, supplement or waiver of any of the terms thereof,
         except any such expense, disbursement or advance as may be attributable
         to its gross negligence, willful misconduct or bad faith; and

                  (3) to indemnify the Purchase Contract Agent and any
         predecessor Purchase Contract Agent (and each of its directors,
         officers, agents and employees (collectively, the "INDEMNITEES")

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         for, and to hold it harmless against, any loss, claim, damage, fine,
         penalty, liability or expense (including reasonable fees and expenses
         of counsel) incurred without gross negligence, willful misconduct or
         bad faith on its part, arising out of or in connection with the
         acceptance or administration of its duties hereunder and under the
         Pledge Agreement and the Remarketing Agreement, including the
         Indemnitees' reasonable costs and expenses of defending themselves
         against any claim (whether asserted by the Company, a Holder or any
         other person) or liability in connection with the exercise or
         performance of any of the Purchase Contract Agent's powers or duties
         hereunder or thereunder.

                  The provisions of this Section shall survive the resignation
         and removal of the Purchase Contract Agent and the termination of this
         Agreement.

                  SECTION 7.8. Corporate Purchase Contract Agent Required;
         Eligibility.

                  There shall at all times be a Purchase Contract Agent
         hereunder which shall be a Person organized and doing business under
         the laws of the United States of America, any State thereof or the
         District of Columbia, authorized under such laws to exercise corporate
         trust powers, having (or being a member of a bank holding company
         having) a combined capital and surplus of at least $50,000,000, subject
         to supervision or examination by Federal or State authority and having
         a corporate trust office in the Borough of Manhattan, New York City, if
         there be such a Person in the Borough of Manhattan, New York City,
         qualified and eligible under this Article and willing to act on
         reasonable terms. If such Person 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 combined capital and surplus of such Person 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 Purchase
         Contract Agent 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.

                  SECTION 7.9. Resignation and Removal; Appointment of
         Successor.

                  (a) No resignation or removal of the Purchase Contract Agent
         and no appointment of a successor Purchase Contract Agent pursuant to
         this Article shall become effective until the acceptance of appointment
         by the successor Purchase Contract Agent in accordance with the
         applicable requirements of Section 7.10.

                  (b) The Purchase Contract Agent may resign at any time by
         giving written notice thereof to the Company 60 days prior to the
         effective date of such resignation. If the instrument of acceptance by
         a successor Purchase Contract Agent required by Section 7.10 shall not
         have been delivered to the Purchase Contract Agent within 30 days after
         the giving of such notice of resignation, the resigning Purchase
         Contract Agent may petition, at the expense of the Company, any court
         of competent jurisdiction for the appointment of a successor Purchase
         Contract Agent.

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                  (c) The Purchase Contract Agent may be removed at any time by
         Act of the Holders of a majority in number of the Outstanding Units
         delivered to the Purchase Contract Agent and the Company. If the
         instrument of acceptance by a successor Purchase Contract Agent
         required by Section 7.10 shall not have been delivered to the Purchase
         Contract Agent within 30 days after such Act, the Purchase Contract
         Agent being removed may petition any court of competent jurisdiction
         for the appointment of a successor Purchase Contract Agent.

                  (d) If at any time:

                           (1) the Purchase Contract Agent fails to comply with
                  Section 310(b) of the TIA, as if the Purchase Contract Agent
                  were an indenture trustee under an indenture qualified under
                  the TIA, and shall fail to resign after written request
                  therefor by the Company or by any Holder who has been a bona
                  fide Holder of a Unit for at least six months;

                           (2) the Purchase Contract Agent shall cease to be
                  eligible under Section 7.08 and shall fail to resign after
                  written request therefor by the Company or by any such Holder;
                  or

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

         then, in any such case, (i) the Company by a Board Resolution may
         remove the Purchase Contract Agent, or (ii) any Holder who has been a
         bona fide Holder of a Unit 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 Purchase Contract Agent
         and the appointment of a successor Purchase Contract Agent.

                  (e) If the Purchase Contract Agent shall resign, be removed or
         become incapable of acting, or if a vacancy shall occur in the office
         of Purchase Contract Agent for any cause, the Company, by a Board
         Resolution, shall promptly appoint a successor Purchase Contract Agent
         and shall comply with the applicable requirements of Section 7.10. If
         no successor Purchase Contract Agent shall have been so appointed by
         the Company and accepted appointment in the manner required by Section
         7.10, any Holder who has been a bona fide Holder of a Unit for at least
         six months, on behalf of itself and all others similarly situated, or
         the Purchase Contract Agent may petition at the expense of the Company,
         any court of competent jurisdiction for the appointment of a successor
         Purchase Contract Agent.

                  (f) The Company shall give, or shall cause such successor
         Purchase Contract Agent to give, notice of each resignation and each
         removal of the Purchase Contract Agent and each appointment of a
         successor Purchase Contract Agent by mailing written notice of such
         event by first-class mail, postage prepaid, to all Holders as their
         names and addresses appear in the

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         applicable Security Register. Each notice shall include the name of the
         successor Purchase Contract Agent and the address of its Corporate
         Trust Office.

                  SECTION 7.10. Acceptance of Appointment by Successor.

                  (a) In case of the appointment hereunder of a successor
         Purchase Contract Agent, every such successor Purchase Contract Agent
         so appointed shall execute, acknowledge and deliver to the Company and
         to the retiring Purchase Contract Agent an instrument accepting such
         appointment, and thereupon the resignation or removal of the retiring
         Purchase Contract Agent shall become effective and such successor
         Purchase Contract Agent, without any further act, deed or conveyance,
         shall become vested with all the rights, powers, agencies and duties of
         the retiring Purchase Contract Agent; but, on the request of the
         Company or the successor Purchase Contract Agent, such retiring
         Purchase Contract Agent shall, upon payment of its charges, execute and
         deliver an instrument transferring to such successor Purchase Contract
         Agent all the rights, powers and trusts of the retiring Purchase
         Contract Agent and duly assign, transfer and deliver to such successor
         Purchase Contract Agent all property and money held by such retiring
         Purchase Contract Agent hereunder.

                  (b) Upon request of any such successor Purchase Contract
         Agent, the Company shall execute any and all instruments for more fully
         and certainly vesting in and confirming to such successor Purchase
         Contract Agent all such rights, powers and agencies referred to in
         paragraph (a) of this Section.

                  (c) No successor Purchase Contract Agent shall accept its
         appointment unless at the time of such acceptance such successor
         Purchase Contract Agent shall be qualified and eligible under this
         Article.

                  SECTION 7.11. Merger, Conversion, Consolidation or Succession
         to Business.

                  Any Person into which the Purchase Contract Agent may be
         merged or converted or with which it may be consolidated, or any Person
         resulting from any merger, conversion or consolidation to which the
         Purchase Contract Agent shall be a party, or any Person succeeding to
         all or substantially all the corporate trust business of the Purchase
         Contract Agent, shall be the successor of the Purchase Contract Agent
         hereunder, provided that such Person 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 Certificates shall have been authenticated and executed on
         behalf of the Holders, but not delivered, by the Purchase Contract
         Agent then in office, any successor by merger, conversion or
         consolidation to such Purchase Contract Agent may adopt such
         authentication and execution and deliver the Certificates so
         authenticated and executed with the same effect as if such successor
         Purchase Contract Agent had itself authenticated and executed such
         Units.

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                  SECTION 7.12. Preservation of Information; Communications to
         Holders.

                  (a) The Purchase Contract Agent shall preserve, in as current
         a form as is reasonably practicable, the names and addresses of Holders
         received by the Purchase Contract Agent in its capacity as Security
         Registrar.

                  (b) If three or more Holders (herein referred to as
         "APPLICANTS") apply in writing to the Purchase Contract Agent, and
         furnish to the Purchase Contract Agent reasonable proof that each such
         applicant has owned a Unit for a period of at least six months
         preceding the date of such application, and such application states
         that the applicants desire to communicate with other Holders with
         respect to their rights under this Agreement or under the Units and is
         accompanied by a copy of the form of proxy or other communication which
         such applicants propose to transmit, then the Purchase Contract Agent
         shall mail to all the Holders copies of the form of proxy or other
         communication which is specified in such request, with reasonable
         promptness after a tender to the Purchase Contract Agent of the
         materials to be mailed and of payment, or provision for the payment, of
         the reasonable expenses of such mailing.

                  SECTION 7.13. No Obligations of Purchase Contract Agent.

                  Except to the extent otherwise expressly provided in this
         Agreement, the Purchase Contract Agent assumes no obligations and shall
         not be subject to any liability under this Agreement, the Pledge
         Agreement, the Remarketing Agreement or any Purchase Contract in
         respect of the obligations of the Holder of any Unit thereunder. The
         Company agrees, and each Holder of a Certificate, by its acceptance
         thereof, shall be deemed to have agreed, that the Purchase Contract
         Agent's execution of the Certificates on behalf of the Holders shall be
         solely as agent and attorney-in-fact for the Holders, and that the
         Purchase Contract Agent shall have no obligation to perform such
         Purchase Contracts on behalf of the Holders, except to the extent
         expressly provided in Article Five hereof. Anything contained in this
         Agreement to the contrary notwithstanding, in no event shall the
         Purchase Contract Agent or its officers, directors, employees or agents
         be liable under this Agreement, the Pledge Agreement or the Remarketing
         Agreement to any third party for indirect, incidental, special,
         punitive, or consequential loss or damage of any kind whatsoever,
         including lost profits, whether or not the likelihood of such loss or
         damage was known to the Purchase Contract Agent and regardless of the
         form of action.

                  SECTION 7.14. Tax Compliance.

                  (a) The Purchase Contract Agent, on its own behalf and on
         behalf of the Company, will comply with all applicable certification,
         information reporting and withholding (including "backup" withholding)
         requirements imposed by applicable tax laws, regulations or
         administrative practice with respect to (i) any payments made with
         respect to the Units or (ii) the issuance, delivery, holding, transfer,
         redemption or exercise of rights under the Units. Such compliance shall
         include, without limitation, the preparation and timely filing of
         required returns and the timely payment of all amounts required to be
         withheld to the appropriate taxing authority or its designated agent.

                                       81

<PAGE>

                  (b) The Purchase Contract Agent shall comply in accordance
         with the terms hereof with any written direction received from the
         Company with respect to the execution or certification of any required
         documentation and the application of such requirements to particular
         payments or Holders or in other particular circumstances, and may for
         purposes of this Agreement conclusively rely on any such direction in
         accordance with the provisions of Section 7.01(a)(2) hereof.

                  (c) The Purchase Contract Agent shall maintain all appropriate
         records documenting compliance with such requirements, and shall make
         such records available, on written request, to the Company or its
         authorized representative within a reasonable period of time after
         receipt of such request.

                                    ARTICLE 8

                             SUPPLEMENTAL AGREEMENTS

                  SECTION 8.1. Supplemental Agreements Without Consent of
         Holders.

                  Without the consent of any Holders, the Company, when
         authorized by a Board Resolution, and the Purchase Contract Agent, at
         any time and from time to time, may enter into one or more agreements
         supplemental hereto, in form satisfactory to the Company and the
         Purchase Contract Agent, to:

                           (1) 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 Certificates;

                           (2) evidence and provide for the acceptance of
                  appointment hereunder by a successor Purchase Contract Agent;

                           (3) add to the covenants of the Company for the
                  benefit of the Holders, or surrender any right or power herein
                  conferred upon the Company;

                           (4) make provision with respect to the rights of
                  Holders pursuant to the requirements of Section 5.04(b); or

                           (5) except as provided for in Section 5.04, cure any
                  ambiguity, correct or supplement any provisions herein which
                  may be inconsistent with any other provisions herein, or make
                  any other provisions with respect to such matters or questions
                  arising under this Agreement, provided that such action shall
                  not adversely affect the interests of the Holders in any
                  material respect.

                                       82

<PAGE>

                  SECTION 8.2. Supplemental Agreements with Consent of Holders.

                  With the consent of the Holders of not less than a majority of
         the Outstanding Units voting together as one class, including without
         limitation the consent of the Holders obtained in connection with a
         tender or an exchange offer, by Act of said Holders delivered to the
         Company and the Purchase Contract Agent, the Company, when authorized
         by a Board Resolution, and the Purchase Contract Agent may enter into
         an agreement or agreements supplemental hereto for the purpose of
         modifying in any manner the terms of the Purchase Contracts, or the
         provisions of this Agreement or the rights of the Holders in respect of
         the Units; provided, however, that, except as contemplated herein, no
         such supplemental agreement shall, without the unanimous consent of the
         Holders of each outstanding Purchase Contract affected thereby,

                           (1) change any Payment Date;

                           (2) change the amount or the type of Collateral
                  required to be Pledged to secure a Holder's obligations under
                  the Purchase Contract, unless such change is not adverse to
                  the Holders, impair the right of the Holder of any Purchase
                  Contract to receive distributions on the related Collateral or
                  otherwise adversely affect the Holder's rights in or to such
                  Collateral or adversely alter the rights in or to such
                  Collateral;

                           (3) impair the right to institute suit for the
                  enforcement of any Purchase Contract or payment of any
                  Contract Adjustment Payments;

                           (4) reduce the number of shares of Common Stock or
                  the amount of any other property to be purchased pursuant to
                  any Purchase Contract, increase the price to purchase shares
                  of Common Stock or any other property upon settlement of any
                  Purchase Contract or change the Purchase Contract Settlement
                  Date or the right to Early Settlement or Cash Merger Early
                  Settlement or otherwise adversely affect the Holder's rights
                  under the Purchase Contract;

                           (5) reduce any Contract Adjustment Payments or change
                  any place where, or the coin or currency in which, any
                  Contract Adjustment Payment is payable; or

                           (6) reduce the percentage of the outstanding Purchase
                  Contracts the consent of whose Holders is required for any
                  modification or amendment to the provisions of this Agreement,
                  the Purchase Contracts or the Pledge Agreement;

                  provided that if any amendment or proposal referred to above
         would adversely affect only the Corporate Units or the Treasury Units,
         then only the affected class of Holders as of the record date for the
         Holders entitled to vote thereon will be entitled to vote on such
         amendment or proposal, and such amendment or proposal shall not be
         effective except with the consent of Holders of not less than a
         majority of such class; and provided, further, that the unanimous
         consent of the Holders of each outstanding Purchase Contract of such
         class affected thereby shall be required to approve any amendment or
         proposal specified in clauses (1) through (6) above.

                                       83

<PAGE>

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

                  SECTION 8.3. Execution of Supplemental Agreements.

                  In executing, or accepting the additional agencies created by,
         any supplemental agreement permitted by this Article or the
         modifications thereby of the agencies created by this Agreement, the
         Purchase Contract Agent shall be provided, and (subject to Section
         7.01) shall be fully authorized and protected in relying upon, an
         Opinion of Counsel stating that the execution of such supplemental
         agreement is authorized or permitted by this Agreement and an Officers'
         Certificate stating that any and all conditions precedent to the
         execution and delivery of such supplemental agreement have been
         satisfied. The Purchase Contract Agent may, but shall not be obligated
         to, enter into any such supplemental agreement which affects the
         Purchase Contract Agent's own rights, duties or immunities under this
         Agreement or otherwise.

                  SECTION 8.4. Effect of Supplemental Agreements.

                  Upon the execution of any supplemental agreement under this
         Article, this Agreement shall be modified in accordance therewith, and
         such supplemental agreement shall form a part of this Agreement for all
         purposes; and every Holder of Certificates theretofore or thereafter
         authenticated, executed on behalf of the Holders and delivered
         hereunder, shall be bound thereby.

                  SECTION 8.5. Reference to Supplemental Agreements.

                  Certificates authenticated, executed on behalf of the Holders
         and delivered after the execution of any supplemental agreement
         pursuant to this Article may, and shall if required by the Purchase
         Contract Agent, bear a notation in form approved by the Purchase
         Contract Agent as to any matter provided for in such supplemental
         agreement. If the Company shall so determine, new Certificates so
         modified as to conform, in the opinion of the Purchase Contract Agent
         and the Company, to any such supplemental agreement may be prepared and
         executed by the Company and authenticated, executed on behalf of the
         Holders and delivered by the Purchase Contract Agent in exchange for
         outstanding Certificates.

                                    ARTICLE 9

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

                  SECTION 9.1. Covenant Not to Consolidate, Merge, Convey,
         Transfer or Lease Property Except under Certain Conditions.

                                       84

<PAGE>

                  The Company covenants that it will not consolidate with,
         convert into, or merge with and into, any other corporation or sell,
         assign, transfer, lease or convey all or substantially all of its
         properties and assets to any Person, unless:

                           (i) either the Company shall be the continuing
                  corporation, or the successor (if other than the Company)
                  shall be a corporation organized and existing under the laws
                  of the United States of America or a State thereof or the
                  District of Columbia and such corporation shall expressly
                  assume all the obligations of the Company under the Purchase
                  Contracts, this Agreement, the Pledge Agreement, the Indenture
                  (including any supplement thereto) and the Remarketing
                  Agreement by one or more supplemental agreements in form
                  reasonably satisfactory to the Purchase Contract Agent and the
                  Collateral Agent, executed and delivered to the Purchase
                  Contract Agent and the Collateral Agent by such corporation;
                  and

                           (ii) the Company or such successor corporation, as
                  the case may be, shall not, immediately after such
                  consolidation, conversion, merger, sale, assignment, transfer,
                  lease or conveyance, be in default of payment obligations
                  under the Purchase Contracts, this Agreement, the Pledge
                  Agreement, the Indenture (including any supplement thereto) or
                  the Remarketing Agreement or in material default in the
                  performance of any other covenants under any of the foregoing
                  agreements.

                           SECTION 9.2. Rights and Duties of Successor
                  Corporation.

                  In case of any such merger, consolidation, share exchange,
         sale, assignment, transfer, lease or conveyance and upon any such
         assumption by a successor corporation in accordance with Section 9.01,
         such successor corporation shall succeed to and be substituted for the
         Company with the same effect as if it had been named herein as the
         Company. Such successor corporation thereupon may cause to be signed,
         and may issue either in its own name or in the name of The Chubb
         Corporation, any or all of the Certificates evidencing Units issuable
         hereunder which theretofore shall not have been signed by the Company
         and delivered to the Purchase Contract Agent; and, upon the order of
         such successor corporation, instead of the Company, and subject to all
         the terms, conditions and limitations in this Agreement prescribed, the
         Purchase Contract Agent shall authenticate and execute on behalf of the
         Holders and deliver any Certificates which previously shall have been
         signed and delivered by the officers of the Company to the Purchase
         Contract Agent for authentication and execution, and any Certificate
         evidencing Units which such successor corporation thereafter shall
         cause to be signed and delivered to the Purchase Contract Agent for
         that purpose. All the Certificates issued shall in all respects have
         the same legal rank and benefit under this Agreement as the
         Certificates theretofore or thereafter issued in accordance with the
         terms of this Agreement as though all of such Certificates had been
         issued at the date of the execution hereof.

                  In case of any such merger, consolidation, share exchange,
         sale, assignment, transfer, lease or conveyance such change in
         phraseology and form (but not in substance) may be made in the
         Certificates evidencing Units thereafter to be issued as may be
         appropriate.

                                       85

<PAGE>

                  SECTION 9.3. Officers' Certificate and Opinion of Counsel
         Given to Purchase Contract Agent.

                  The Purchase Contract Agent, subject to Sections 7.01 and
         7.03, shall receive an Opinion of Counsel as conclusive evidence that
         any such merger, consolidation, share exchange, sale, assignment,
         transfer, lease or conveyance, and any such assumption, complies with
         the provisions of this Article and an Officers' Certificate that all
         conditions precedent to the consummation of any such merger,
         consolidation, share exchange, sale, assignment, transfer, lease or
         conveyance have been met.

                                   ARTICLE 10

                                    COVENANTS

                  SECTION 10.1. Performance under Purchase Contracts.

                  The Company covenants and agrees for the benefit of the
         Holders from time to time of the Units that it will duly and punctually
         perform its obligations under the Purchase Contracts in accordance with
         the terms of the Purchase Contracts and this Agreement.

                  SECTION 10.2. Maintenance of Office or Agency.

                  The Company will maintain in the Borough of Manhattan, New
         York City an office or agency where Certificates may be presented or
         surrendered for acquisition of shares of Common Stock upon settlement
         of the Purchase Contracts on the Purchase Contract Settlement Date or
         upon Early Settlement or Cash Merger Early Settlement and for transfer
         of Collateral upon occurrence of a Termination Event, where
         Certificates may be surrendered for registration of transfer or
         exchange, for a Collateral Substitution or recreation of Corporate
         Units and where notices and demands to or upon the Company in respect
         of the Units and this Agreement may be served. The Company will give
         prompt written notice to the Purchase Contract Agent of the location,
         and any change in the location, of such office or agency. The Company
         initially designates Bank One Trust Company, N.A., 55 Water Street, 1st
         Floor, Jeanette Park Entrance, New York, New York 10041 as such office
         of the Company. If at any time the Company shall fail to maintain any
         such required office or agency or shall fail to furnish the Purchase
         Contract Agent with the address thereof, such presentations,
         surrenders, notices and demands may be made or served at the address
         set forth in the previous sentence, and the Company hereby appoints the
         Purchase Contract Agent 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 Certificates may be presented or
         surrendered for any or all such purposes and may from time to time
         rescind such designations; provided, however, that no such designation
         or rescission

                                       86

<PAGE>

         shall in any manner relieve the Company of its obligation to maintain
         an office or agency in the Borough of Manhattan, New York City for such
         purposes. The Company will give prompt written notice to the Purchase
         Contract Agent of any such designation or rescission and of any change
         in the location of any such other office or agency. The Company hereby
         designates as the place of payment for the Units the Corporate Trust
         Office and appoints the Purchase Contract Agent at its Corporate Trust
         Office as paying agent in such city.

                  SECTION 10.3. Company to Reserve Common Stock.

                  The Company shall at all times prior to the Purchase Contract
         Settlement Date reserve and keep available, free from preemptive
         rights, out of its authorized but unissued Common Stock the full number
         of shares of Common Stock issuable against tender of payment in respect
         of all Purchase Contracts represented by the Units evidenced by
         Outstanding Certificates.

                  SECTION 10.4. Covenants as to Common Stock.

                  The Company covenants that all shares of Common Stock that may
         be issued against tender of payment in respect of any Purchase Contract
         represented by the Outstanding Units will, upon issuance, be duly
         authorized, validly issued, fully paid and nonassessable.

                  SECTION 10.5. Statements of Officers of the Company as to
         Default.

                  The Company will deliver to the Purchase Contract Agent,
         within 120 days after the end of each fiscal year of the Company (which
         as of the date hereof is December 31) ending after the date hereof, an
         Officers' Certificate, stating whether or not to the knowledge of the
         signers thereof the Company is in default in the performance and
         observance of any of the terms, provisions and conditions hereof, and
         if the Company shall be in default, specifying all such defaults and
         the nature and status thereof of which they may have knowledge.

                  SECTION 10.6. Tax Treatment. The Company covenants and agrees,
         and by purchasing a Corporate Unit each Holder agrees, for United
         States federal, state and local income and franchise tax purposes, to
         (i) treat a Holder's acquisition of the Corporate Units as the
         acquisition of the Senior Note and Purchase Contracts represented by
         the Corporate Units, (ii) treat the Senior Notes as indebtedness of the
         Company and (iii) each Holder as the owner of the applicable interest
         in the Collateral Account, including the Senior Notes and Applicable
         Ownership Interests in the Treasury Portfolio or the Treasury
         Securities.

                       [SIGNATURES ON THE FOLLOWING PAGE]

                                       87

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
         Agreement to be duly executed as of the day and year first above
         written.

                                             THE CHUBB CORPORATION

                                             By: _______________________________
                                                 Name:
                                                 Title:

                                             BANK ONE TRUST COMPANY, N.A.,
                                             as Purchase Contract Agent

                                             By: _______________________________
                                                 Name:
                                                 Title:
<PAGE>

                                                                       EXHIBIT A

                  (FORM OF FACE OF CORPORATE UNIT CERTIFICATE)

      [For inclusion in Global Certificates only - THIS CERTIFICATE IS A GLOBAL
CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS THE NOMINEE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS
EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A
TRANSFER OF THIS CERTIFICATE 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) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

No. [ ]                                     CUSIP No. [ ]
Number of Corporate Units: 18,400,000

                              THE CHUBB CORPORATION
                                 Corporate Units

      This Corporate Units Certificate certifies that [Cede & Co.] [_______] is
the registered Holder of the number of Corporate Units set forth above [For
inclusion in Global Certificates only - or such other number of Corporate Units
as is reflected in the Schedule of Increases or Decreases in Global Certificate
attached hereto]. Each Corporate Unit represents (i) either (a) the beneficial
ownership by the Holder of $25.00 principal amount of Senior Notes due August
16, 2008 (the "SENIOR NOTES") of The Chubb Corporation, a New Jersey corporation
(the "COMPANY"), subject to the Pledge of such Senior Note by such Holder
pursuant to the Pledge
<PAGE>
Agreement, or (b) upon the occurrence of a Special Event Redemption prior to the
Purchase Contract Settlement Date or a Successful Remarketing of the Senior
Notes prior to the Final Remarketing Date, the appropriate Applicable Ownership
Interests (as specified in clause (i) of the definition of such term) in the
Treasury Portfolio by such Holder pursuant to the Pledge Agreement, and (ii) the
rights and obligations of the Holder under one Purchase Contract with the
Company. All capitalized terms used herein which are defined in the Purchase
Contract Agreement (as defined on the reverse hereof) have the meaning set forth
therein.

      Pursuant to the Pledge Agreement, the Senior Notes or the appropriate
Applicable Ownership Interests (as specified in clause (i) of the definition of
such term) in the Treasury Portfolio, as the case may be, represented by each
Corporate Unit evidenced hereby have been pledged to the Collateral Agent, for
the benefit of the Company, to secure the obligations of the Holder under the
Purchase Contract represented by such Corporate Unit.

      The Pledge Agreement provides that all payments of the principal amount
with respect to any of the Pledged Senior Notes or the appropriate Applicable
Ownership Interests (as specified in clause (i) of the definition of such term)
in the Treasury Portfolio, as the case may be, or interest or distributions on
any Pledged Senior Notes (as defined in the Pledge Agreement) or the appropriate
Applicable Ownership Interests (as specified in clause (ii) of the definition of
such term) in the Treasury Portfolio, as the case may be, represented by the
Corporate Units received by the Securities Intermediary shall be paid by wire
transfer in same day funds (i) in the case of (A) interest on Pledged Senior
Notes or distributions with respect to the appropriate Applicable Ownership
Interests (as specified in clause (ii) of the definition of such term) in the
Treasury Portfolio, as the case may be, and (B) any payments of the principal
amount of any Senior Notes or with respect to the appropriate Applicable
Ownership Interests (as specified in clause (i) of the definition of such term)
in the Treasury Portfolio, as the case may be, that have been released from the
Pledge pursuant to the Pledge Agreement, to the Purchase Contract Agent to the
account designated by the Purchase Contract Agent, no later than 2:00 p.m., New
York City time, on the Business Day such payment is received by the Securities
Intermediary (provided that in the event such payment is received by the
Securities Intermediary on a day that is not a Business Day or after 12:30 p.m.,
New York City time, on a Business Day, then such payment shall be made no later
than 10:30 a.m., New York City time, on the next succeeding Business Day) and
(ii) in the case of payments with respect to the principal amount of the Senior
Notes or with respect to the appropriate Applicable Ownership Interests (as
specified in clause (i) of the definition of such term) in the Treasury
Portfolio, to the Company on the Purchase Contract Settlement Date (as described
herein) in accordance with the terms of the Pledge Agreement, in full
satisfaction of the respective obligations of the Holders of the Corporate Units
representing such Pledged Senior Notes or the Applicable Ownership Interests (as
specified in clause (i) of the definition of such term) in the Treasury
Portfolio, as the case may be, under the Purchase Contracts represented by such
Corporate Units. Interest on the Senior Notes and distributions on the
appropriate Applicable Ownership Interests (as specified in clause (ii) of the
definition of such term) in the Treasury Portfolio, as the case may be,
represented by a Corporate Units evidenced hereby, which are payable quarterly
in arrears on February 16, May 16, August 16, and


                                      A-2
<PAGE>
November 16 of each year, commencing August 16, 2003 (a "PAYMENT DATE"), shall,
subject to receipt thereof by the Purchase Contract Agent from the Securities
Intermediary, be paid to the Person in whose name this Corporate Units
Certificate (or a Predecessor Corporate Units Certificate) is registered at the
close of business on the Record Date for such Payment Date.

      Each Purchase Contract evidenced hereby obligates the Holder of this
Corporate Units Certificate to purchase, and the Company to sell, on August 16,
2006 (the "PURCHASE CONTRACT SETTLEMENT DATE"), at a price equal to $25.00 (the
"STATED AMOUNT"), a number of newly issued shares of common stock, par value
$1.00 per share ("COMMON STOCK"), of the Company, equal to the Settlement Rate,
unless on or prior to the Purchase Contract Settlement Date there shall have
occurred a Termination Event or an Early Settlement or Cash Merger Early
Settlement with respect to such Purchase Contract, all as provided in the
Purchase Contract Agreement and more fully described on the reverse hereof. The
Stated Amount for the shares of Common Stock purchased pursuant to each Purchase
Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase
Contract Settlement Date by application of payment received in respect of the
principal amount with respect to any Pledged Senior Notes pursuant to the
Remarketing or the appropriate Applicable Ownership Interests (as specified in
clause (i) of the definition of such term) in the Treasury Portfolio, as the
case may be, pledged to secure the obligations under such Purchase Contract of
the Holder of the Corporate Units of which such Purchase Contract is a part.

      Each Purchase Contract evidenced hereby obligates the holder to agree, for
United States federal, state and local income and franchise tax purposes, to (i)
treat an acquisition of the Corporate Units as an acquisition of the Senior
Notes and Purchase Contracts represented by the Corporate Units, (ii) treat
itself as owner of the applicable interest in the Collateral Account, including
the Senior Notes and the Applicable Ownership Interests in the Treasury
Portfolio and (iii) treat each Purchase Contract as a forward purchase contract
for the purchase of Common Stock.

      The Company shall pay, on each Payment Date, in respect of each Purchase
Contract represented by a Corporate Unit evidenced hereby, an amount (the
"CONTRACT ADJUSTMENT PAYMENTS") equal to [ ]% per year of the Stated Amount.
Such Contract Adjustment Payments shall be payable to the Person in whose name
this Corporate Units Certificate is registered at the close of business on the
Record Date for such Payment Date. The Company may, at its option, defer such
Contract Adjustment Payments.

      Interest on the Senior Notes and distributions on the Applicable Ownership
Interests (as specified in clause (ii) of the definition of such term) and the
Contract Adjustment Payments will be payable at the office of the Purchase
Contract Agent in New York City. If the book-entry system for the Corporate
Units has been terminated, the Contract Adjustment Payments will be payable, at
the option of the Company, by check mailed to the address of the Person entitled
thereto at such Person's address as it appears on the Security Register, or by
wire transfer to the account designated by such Person by a prior written notice
to the Purchase Contract Agent.


                                      A-3
<PAGE>
      Reference is hereby made to the further provisions 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
Purchase Contract Agent by manual signature, this Corporate Units Certificate
shall not be entitled to any benefit under the Pledge Agreement or the Purchase
Contract Agreement or be valid or obligatory for any purpose.


                                      A-4
<PAGE>
         IN WITNESS WHEREOF, the Company and the Holder specified above have
caused this instrument to be duly executed.

                                           The Chubb Corporation

                                           By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                           By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                           HOLDER SPECIFIED ABOVE (as to
                                           obligations of such Holder under the
                                           Purchase Contracts)

                                           By: BANK ONE TRUST COMPANY,
                                           N.A.,not individually but solely
                                           as Attorney-in-Fact of such Holder


                                           By:
                                              ----------------------------------
                                              Name:
                                              Title:


DATED:
      ----------------------------------


                                      A-5
<PAGE>
                          CERTIFICATE OF AUTHENTICATION
                           OF PURCHASE CONTRACT AGENT

         This is one of the Corporate Units Certificates referred to in the
within mentioned Purchase Contract Agreement.

                                              By: BANK ONE TRUST COMPANY,
                                              N.A., as Purchase Contract
                                              Agent

                                              By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


Dated:
      ----------------------------------


                                       A-6
<PAGE>
                 (FORM OF REVERSE OF CORPORATE UNIT CERTIFICATE)

      Each Purchase Contract evidenced hereby is governed by a Purchase Contract
Agreement, dated as of June [ ], 2003 (as may be supplemented from time to time,
the "PURCHASE CONTRACT AGREEMENT"), between the Company and Bank One Trust
Company, N.A., as Purchase Contract Agent (including its successors hereunder,
the "PURCHASE CONTRACT AGENT"), to which Purchase Contract Agreement and
supplemental agreements thereto reference is hereby made for a description of
the respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Purchase Contract Agent, the Company, and the Holders and of
the terms upon which the Corporate Units Certificates are, and are to be,
executed and delivered.

      Each Purchase Contract evidenced hereby obligates the Holder of this
Corporate Units Certificate to purchase, and the Company to sell, on August 16,
2006 (the "PURCHASE CONTRACT SETTLEMENT DATE"), at a price equal to $25.00 (the
"STATED AMOUNT"), a number of newly issued shares of common stock, par value
$1.00 per share ("COMMON STOCK"), of the Company, equal to the Settlement Rate,
unless on or prior to the Purchase Contract Settlement Date there shall have
occurred a Termination Event or an Early Settlement or Cash Merger Early
Settlement with respect to such Purchase Contract. The "SETTLEMENT RATE" is
equal to:

      (1) if the Adjusted Applicable Market Value (as defined below) is greater
than $[ ] (the "THRESHOLD APPRECIATION PRICE"), [ ] shares of Common Stock per
Purchase Contract;

      (2) if the Adjusted Applicable Market Value is less than or equal to the
Threshold Appreciation Price but greater than or equal to $[ ] (the "REFERENCE
PRICE"), the number of shares of Common Stock per Purchase Contract having a
value equal to the Stated Amount divided by the Adjusted Applicable Market
Value; and

      (3) if the Adjusted Applicable Market Value is less than the Reference
Price, [ ] shares of Common Stock per Purchase Contract;

in each case subject to adjustment as provided in the Purchase Contract
Agreement (and in each case rounded upward or downward to the nearest 1/10,000th
of a share).

      No fractional shares of Common Stock will be issued upon settlement of
Purchase Contracts, as provided in Section 5.09 of the Purchase Contract
Agreement.

      Each Purchase Contract evidenced hereby that is settled through Early
Settlement or Cash Merger Early Settlement shall obligate the Holder of the
related Corporate Units to purchase at the Stated Amount, and the Company to
sell, a number of newly issued shares of Common Stock equal to the Early
Settlement Rate (in the case of an Early Settlement) or applicable Settlement
Rate (in the case of a Cash Merger Early Settlement).


                                      A-7
<PAGE>
      The "APPLICABLE MARKET VALUE" means the average of the Closing Price per
share of Common Stock on each of the 20 consecutive Trading Days ending on the
third Trading Day immediately preceding the Purchase Contract Settlement Date
subject to adjustments set forth under Section 5.04 of the Purchase Contract
Agreement.

      The "ADJUSTED APPLICABLE MARKET VALUE" means (i) prior to any adjustment
of the Settlement Rate pursuant to paragraph (1), (2), (3), (4), (5), (6), (7)
or (10) of Section 5.04(a) of the Purchase Contract Agreement, the Applicable
Market Value, and (ii) at the time of and after any adjustment of the Settlement
Rate pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of Section
5.04(a) of the Purchase Contract Agreement, the Applicable Market Value
multiplied by a fraction, the numerator of which shall be the Settlement Rate
immediately after such adjustment pursuant to paragraph (1), (2), (3), (4), (5),
(6), (7) or (10) of Section 5.04(a) of the Purchase Contract Agreement and the
denominator of which shall be the Settlement Rate immediately prior to such
adjustment; provided, however, that if such adjustment to the Settlement Rate is
required to be made pursuant to the occurrence of any of the events contemplated
by paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of Section 5.04(a) of the
Purchase Contract Agreement during the period taken into consideration for
determining the Applicable Market Value, appropriate and customary adjustments
shall be made to the Settlement Rate.

      The "CLOSING PRICE" per share of Common Stock on any date of determination
means:

      (1) the closing sale price as of the close of the principal trading
session (or, if no closing price is reported, the last reported sale price) per
share on the New York Stock Exchange, Inc. (the "NYSE") on such date;

      (2) if Common Stock is not listed for trading on the NYSE on any such
date, the closing sale price (or, if no closing price is reported, the last
reported sale price) per share as reported in the composite transactions for the
principal United States national or regional securities exchange on which Common
Stock is so listed;

      (3) if Common Stock is not so listed on a United States national or
regional securities exchange, the last reported sale price per share as reported
by The Nasdaq Stock Market, Inc.;

      (4) if Common Stock is not so reported, the last quoted bid price for
Common Stock in the over-the-counter market as reported by the National
Quotation Bureau or similar organization; or

      (5) if such bid price is not available, the market value of Common Stock
on such date as determined by a nationally recognized independent investment
banking firm retained for this purpose by the Company.


                                      A-8
<PAGE>


      A "TRADING DAY" means a day on which Common Stock (1) is not suspended
from trading on any national or regional securities exchange or association or
over-the-counter market at the close of business and (2) has traded at least
once on the national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of Common
Stock.

      In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Corporate Units Certificate may pay the Stated Amount for the
shares of Common Stock purchased pursuant to each Purchase Contract evidenced
hereby by effecting a Cash Settlement, an Early Settlement or, if applicable, a
Cash Merger Early Settlement or from the proceeds of the Applicable Ownership
Interests (as specified in clause (i) of the definition of such term) in the
Treasury Portfolio or a Remarketing of the related Pledged Senior Notes. Unless
the Treasury Portfolio has replaced the Senior Notes represented by Corporate
Units, a Holder of Corporate Units who (1) does not, on or prior to 5:00 p.m.
(New York City time) on the fifth Business Day immediately preceding the
Purchase Contract Settlement Date, notify the Purchase Contract Agent of its
intention to effect a Cash Settlement, or who does so notify the Purchase
Contract Agent but fails to make an effective Cash Settlement prior to 5:00 p.m.
(New York City time) on the fourth Business Day immediately preceding the
Purchase Contract Settlement Date, or (2) on or prior to 5:00 p.m. (New York
City time) on the fifth Business Day prior to the Purchase Contract Settlement
Date, does not make an effective Early Settlement, shall pay the Stated Amount
for the shares of Common Stock to be delivered under the related Purchase
Contract from the proceeds of the sale of the related Pledged Senior Notes held
by the Collateral Agent unless the Holder has previously made a Cash Merger
Early Settlement. Unless the Treasury Portfolio has replaced the Senior Notes
represented by Corporate Unit, such sale will be made by the Remarketing Agent
pursuant to the terms of the Remarketing Agreement on the Final Remarketing
Date. If the Treasury Portfolio has replaced the Senior Notes represented by
Corporate Units, a Holder of Corporate Units who does not notify the Purchase
Contract Agent, on or prior to 5:00 p.m. (New York City time) on the fifth
Business Day immediately preceding the Purchase Contract Settlement Date of its
intention to effect a Cash Settlement shall pay the Stated Amount for the shares
of Common Stock to be delivered under the related Purchase Contract from the
proceeds at maturity of the Applicable Ownership Interests (as defined in clause
(i) of the definition of such term) in the Treasury Portfolio.

      If, as provided in the Purchase Contract Agreement, upon the occurrence of
a Failed Final Remarketing, the Collateral Agent, for the benefit of the
Company, exercises its rights as a secured creditor with respect to the Pledged
Applicable Ownership Interests in Senior Notes and related Pledged Senior Notes
related to this Corporate Units Certificate, any accrued and unpaid interest on
the Pledged Senior Notes attributable to such Applicable Ownership Interests in
Senior Notes will become payable by the Company to the holder of this Corporate
Units Certificate in the manner provided for in the Purchase Contract Agreement.

      The Company shall not be obligated to issue any shares of Common Stock in
respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received


                                      A-9
<PAGE>
payment of the aggregate Stated Amount for the shares of Common Stock to be
purchased thereunder in the manner set forth in the Purchase Contract Agreement.

      Each Purchase Contract evidenced hereby and all obligations and rights of
the Company and the Holder thereunder shall terminate if a Termination Event
shall occur. Upon the occurrence of a Termination Event, the Company shall give
written notice to the Purchase Contract Agent and to the Holders, at their
addresses as they appear in the Security Register. Upon and after the occurrence
of a Termination Event, the Collateral Agent shall release the Pledged Senior
Notes or the appropriate Applicable Ownership Interests (as specified in clause
(i) of the definition of such term) in the Treasury Portfolio represented by
each Corporate Unit from the Pledge. A Corporate Unit shall thereafter represent
the right to receive the Senior Note or the appropriate Applicable Ownership
Interests in the Treasury Portfolio represented by such Corporate Units in
accordance with the terms of the Purchase Contract Agreement and the Pledge
Agreement.

      Under the terms of the Pledge Agreement and the Purchase Contract
Agreement, the Purchase Contract Agent will be entitled to exercise the voting
and any other consensual rights pertaining to the Pledged Senior Notes, but only
to the extent instructed in writing by the Holders. Upon receipt of notice of
any meeting at which holders of Senior Notes are entitled to vote or upon the
solicitation of consents, waivers or proxies of holders of Senior Notes, the
Purchase Contract Agent shall, as soon as practicable thereafter, mail to the
Corporate Units Holders a notice:

      (1) containing such information as is contained in the notice or
solicitation;

      (2) stating that each Corporate Units Holder on the record date set by the
Purchase Contract Agent therefor (which, to the extent possible, shall be the
same date as the record date for determining the holders of Senior Notes
entitled to vote) shall be entitled to instruct the Purchase Contract Agent as
to the exercise of the voting rights pertaining to the Senior Notes represented
by such Holder's Corporate Units; and

      (3) stating the manner in which such instructions may be given.

Upon the written request of the Corporate Units Holders on such record date,
received by the Purchase Contract Agent at least six days prior to such meeting,
the Purchase Contract Agent shall endeavor insofar as practicable to vote or
cause to be voted, in accordance with the instructions set forth in such
requests, the maximum aggregate principal amount of Senior Notes as to which any
particular voting instructions are received. In the absence of specific
instructions from the Holder of a Corporate Unit, the Purchase Contract Agent
shall abstain from voting the Senior Note evidenced by such Corporate Unit.

      Upon the occurrence of a Special Event Redemption, the Collateral Agent
shall surrender the Pledged Senior Notes against delivery of an amount equal to
the aggregate Redemption Price


                                      A-10
<PAGE>

of the Pledged Senior Notes and shall deposit funds in the Collateral Account in
exchange for the Pledged Senior Notes. Thereafter, pursuant to the terms of the
Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary
to apply an amount equal to the aggregate Redemption Amount of such funds to
purchase on behalf of the Holders of Corporate Units, the Treasury Portfolio and
promptly (a) transfer the Applicable Ownership Interests (as specified in clause
(i) of the definition of such term) in the Treasury Portfolio to the Collateral
Account to secure the obligations of each Holder of Corporate Units to purchase
shares of Common Stock under the Purchase Contracts represented by such
Corporate Units, (b) transfer the Applicable Ownership Interests (as specified
in clause (ii) of the definition of such term) in the Treasury Portfolio to the
Purchase Contract Agent for the benefit of the Holders of such Corporate Units
and (C) remit the remaining portion of such funds to the Purchase Contract Agent
for payment to the Holders of such Corporate Units.

      Upon the occurrence of a Successful Remarketing of Senior Notes prior to
the Final Remarketing Date, pursuant to the terms of the Remarketing Agreement,
the Remarketing Agent will apply an amount equal to the Treasury Portfolio
Purchase Price to purchase on behalf of the Holders of Corporate Units, the
Treasury Portfolio, and, after deducting the Remarketing Fee to the extent
permitted under the terms of the Remarketing Agreement, promptly remit the
remaining portion of such proceeds of such Successful Remarketing to the
Purchase Contract Agent for payment to the Holders of such Corporate Units.

      Following the occurrence of (i) a Special Event Redemption prior to the
Purchase Contract Settlement Date, or (ii) a Successful Remarketing of the
Senior Notes prior to the Final Remarketing Date, the Holders of Corporate Units
and the Collateral Agent shall have such security interest rights and
obligations with respect to the Applicable Ownership Interests (as specified in
clause (i) of the definition of such term) in the Treasury Portfolio as the
Holder of Corporate Units and the Collateral Agent had in respect of the Senior
Notes, as the case may be, subject to the Pledge thereof as provided in the
Pledge Agreement and any reference herein to the Senior Notes shall be deemed to
be a reference to such Treasury Portfolio.

      The Corporate Units Certificates are issuable only in registered form and
only in denominations of a single Corporate Unit and any integral multiple
thereof. The transfer of any Corporate Units Certificate will be registered and
Corporate Units Certificates may be exchanged as provided in the Purchase
Contract Agreement. The Security Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents permitted by
the Purchase Contract Agreement. No service charge shall be required for any
such registration of transfer or exchange, but the Company and the Purchase
Contract Agent may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. A Holder who elects to
substitute a Treasury Security for a Senior Note, thereby creating Treasury
Units, shall be responsible for any fees or expenses payable in connection
therewith. Except as provided in the Purchase Contract Agreement, for so long as
the Purchase Contract represented by a Corporate Units remains in effect, such
Corporate Units shall not be separable into its constituent parts, and the
rights and obligations of the Holder of such Corporate Units in

                                      A-11
<PAGE>
respect of the Senior Notes and Purchase Contract represented by such Corporate
Units may be transferred and exchanged only as a Corporate Unit.

      Unless the Treasury Portfolio has replaced the Senior Notes represented by
the Corporate Units, and subject to the conditions set forth in the Purchase
Contract Agreement, the Holder of Corporate Units may substitute, at any time
prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately
preceding the Purchase Contract Settlement Date, for the Pledged Senior Notes
securing such Holder's obligations under the related Purchase Contracts,
Treasury Securities in an aggregate principal amount at maturity equal to the
aggregate principal amount of the Pledged Senior Notes in accordance with the
terms of the Purchase Contract Agreement and the Pledge Agreement. From and
after such Collateral Substitution, each Unit for which such Pledged Treasury
Securities secures the Holder's obligation under the Purchase Contract shall be
referred to as a "TREASURY UNIT". A Holder may make such Collateral Substitution
only in integral multiples of 40 Corporate Units for 40 Treasury Units.

      If the Treasury Portfolio has replaced the Senior Notes represented by the
Corporate Units, a Holder may, at any time on or prior to the second Business
Day immediately preceding the Purchase Contract Settlement Date, substitute
Treasury Securities for the Applicable Ownership Interests in the Treasury
Portfolio, but only in integral multiples of 4,000 Corporate Units. In such an
event, the Holder shall transfer Treasury Securities to the Collateral Agent,
and the Purchase Contract Agent shall instruct the Collateral Agent to release
the Pledge of and transfer to the Holder the appropriate Applicable Ownership
Interests in the Treasury Portfolio.

      The Company shall pay, on each Payment Date, the Contract Adjustment
Payments payable in respect of each Purchase Contract to the Person in whose
name the Corporate Units Certificate evidencing such Purchase Contract is
registered at the close of business on the Record Date for such Payment Date.
Contract Adjustment Payments will be payable at the office of the Purchase
Contract Agent in New York City. If the book-entry system for the Corporate
Units has been terminated, the Contract Adjustment Payments will be payable, at
the option of the Company, by check mailed to the address of the Person entitled
thereto at such Person's address as it appears on the Security Register, or by
wire transfer to the account designated by such Person by a prior written notice
to the Purchase Contract Agent.

      The Company has the right to defer payment of all or part of the Contract
Adjustment Payments in respect of each Purchase Contract until no later than the
Purchase Contract Settlement Date (or in the event of an effective Early
Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash
Merger Early Settlement Date, as the case may be). If the Company so elects to
defer Contract Adjustment Payments, the Company shall pay additional Contract
Adjustment Payments on such deferred installments of Purchase Contract Payments
at a rate equal to [ ]% per annum, compounding on each succeeding Payment Date,
until such deferred installments are paid. In the event that the Company elects
to defer the payment of Contract Adjustment Payments on the Purchase Contracts
until the Purchase Contract Settlement Date (or, in the event of an effective
Early Settlement or Cash Merger Early Settlement, the Early


                                      A-12
<PAGE>
Settlement Date or Cash Merger Early Settlement Date, as the case may be), each
Holder will receive on the Purchase Contract Settlement Date, Early Settlement
Date or Cash Merger Early Settlement Date, as applicable, the aggregate amount
of Deferred Contract Adjustment Payments to the extent such fees are not
deducted from the Stated Amount in the case of a Cash Settlement or any Early
Settlement or Cash Merger Early Settlement.

      The Purchase Contracts and all obligations and rights of the Company and
the Holders thereunder, including, without limitation, the rights of the Holders
to receive and the obligation of the Company to pay any Contract Adjustment
Payments, shall immediately and automatically terminate, without the necessity
of any notice or action by any Holder, the Purchase Contract Agent or the
Company, if, on or prior to the Purchase Contract Settlement Date, a Termination
Event shall have occurred. Upon the occurrence of a Termination Event, the
Company shall promptly but in no event later than two Business Days thereafter
give written notice to the Purchase Contract Agent, the Collateral Agent and the
Holders, at their addresses as they appear in the Security Register. Upon and
after the occurrence of a Termination Event, the Collateral Agent shall release
the Senior Notes or the appropriate Applicable Ownership Interests (as specified
in clause (i) of the definition of such term) in the Treasury Portfolio, as the
case may be, from the Pledge in accordance with the provisions of the Pledge
Agreement.

      Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holder thereof, Purchase Contracts
represented by Units may be settled early at any time prior to 5:00 p.m. (New
York City time) on the fifth Business Day immediately preceding the Purchase
Contract Settlement Date ("EARLY SETTLEMENT") as provided in the Purchase
Contract Agreement. In order to exercise the right to effect Early Settlement
with respect to any Purchase Contract evidenced by this Certificate, the Holder
of this Corporate Units Certificate shall deliver to the Purchase Contract Agent
at the Corporate Trust Office an Election to Settle Early form set forth below
duly completed and accompanied by payment in the form of immediately available
funds payable to the order of the Company in an amount (the "EARLY SETTLEMENT
AMOUNT") equal to:

      (1) (A) the product of (I) the Stated Amount, times (B) the number of
Purchase Contracts with respect to which the Holder has elected to effect Early
Settlement, plus (B) if such delivery is made with respect to any Purchase
Contracts during the period from the close of business on any Record Date next
preceding any Payment Date to the opening of business on such Payment Date, an
amount equal to the Contract Adjustment Payments payable on such Payment Date
with respect to such Purchase Contracts, less

      (2) the amount of any Deferred Contract Adjustment Payments payable to
such Holder as a result of such Early Settlement.

      Upon Early Settlement of Purchase Contracts by a Holder of the related
Units, the Pledged Senior Notes or Pledge Applicable Ownership Interests (as
specified in clause (i) of the

                                      A-13
<PAGE>
definition of such term) represented by such Units shall be released from the
Pledge as provided in the Pledge Agreement and the Holder shall be entitled to
receive a number of shares of Common Stock on account of each Purchase Contract
represented by a Corporate Unit as to which Early Settlement is effected equal
to [ ] shares of Common Stock per Purchase Contract (the "EARLY SETTLEMENT
RATE"). The Early Settlement Rate shall be adjusted in the same manner and at
the same time as the Settlement Rate is adjusted as provided in Section 5.04 of
the Purchase Contract Agreement.

      Upon the occurrence of a Cash Merger, a Holder of Corporate Units may
effect Cash Merger Early Settlement of the Purchase Contract represented by such
Corporate Units pursuant to the terms of Section 5.04(b)(2) of the Purchase
Contract Agreement. Upon Cash Merger Early Settlement of Purchase Contracts by a
Holder of the related Corporate Units, the Pledged Senior Notes or Pledged
Applicable Ownership Interests (as specified in clause (i) of the definition of
such term) in the Treasury Portfolio represented by such Corporate Units shall
be released from the Pledge as provided in the Pledge Agreement.

      Upon registration of transfer of this Corporate Units Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee, except as may be required by the Purchase Contract Agent
pursuant to the Purchase Contract Agreement), under the terms of the Purchase
Contract Agreement and the Purchase Contracts evidenced hereby and the
transferor shall be released from the obligations under the Purchase Contracts
evidenced by this Corporate Units Certificate. The Company covenants and agrees,
and the Holder, by its acceptance hereof, likewise covenants and agrees, to be
bound by the provisions of this paragraph.

      The Holder of this Corporate Units Certificate, by its acceptance hereof,
authorizes the Purchase Contract Agent to enter into and perform the related
Purchase Contracts represented by the Corporate Units evidenced hereby on its
behalf as its attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case under the
Bankruptcy Code, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform its obligations under such Purchase Contracts,
consents to the provisions of the Purchase Contract Agreement, authorizes the
Purchase Contract Agent to enter into and perform the Purchase Contract
Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and
consents to the Pledge of the Senior Notes or the appropriate Applicable
Ownership Interests (as specified in clause (i) of the definition of such term)
in the Treasury Portfolio, as the case may be, represented by this Corporate
Units Certificate pursuant to the Pledge Agreement. The Holder further covenants
and agrees that, to the extent and in the manner provided in the Purchase
Contract Agreement and the Pledge Agreement, but subject to the terms thereof,
payments with respect to the aggregate principal amount of the Pledged Senior
Notes or the appropriate Applicable Ownership Interests (as specified in clause
(i) of the definition of such term) in the Treasury Portfolio, as the case may
be, on the Purchase Contract Settlement Date shall be paid by

                                      A-14
<PAGE>
the Collateral Agent to the Company in satisfaction of such Holder's obligations
under such Purchase Contract and such Holder shall acquire no right, title or
interest in such payments.

      Subject to certain exceptions, the provisions of the Purchase Contract
Agreement may be amended with the consent of the Holders of a majority of the
Purchase Contracts.

      The Purchase Contracts shall be governed by, and construed in accordance
with, the laws of the State of New York.

      Prior to due presentment of this Certificate for registration of transfer,
the Company, the Purchase Contract Agent and its Affiliates and any agent of the
Company or the Purchase Contract Agent may treat the Person in whose name this
Corporate Units Certificate is registered as the owner of the Corporate Units
evidenced hereby for the purpose of receiving payments of interest payable on
the Senior Notes, receiving payments of Contract Adjustment Payments (subject to
any applicable record date), performance of the Purchase Contracts and for all
other purposes whatsoever, whether or not any payments in respect thereof be
overdue and notwithstanding any notice to the contrary, and neither the Company,
the Purchase Contract Agent nor any such agent shall be affected by notice to
the contrary.

      The Purchase Contracts shall not, prior to the settlement thereof, entitle
the Holder to any of the rights of a holder of shares of Common Stock.

      A copy of the Purchase Contract Agreement is available for inspection at
the offices of the Purchase Contract Agent.




                                      A-15
<PAGE>
                                  ABBREVIATIONS

      The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM:                      as tenants in common
UNIF GIFT MIN ACT:            ___________________ Custodian_____________________
                                    (cust)                        (minor)
                              Under Uniform Gifts to Minors Act of______________

TENANT:                       as tenants by the entireties

JT TEN:                       as joint tenants with right of survivorship
                              and not as tenants in common

Additional abbreviations may also be used though not in the above list.

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

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

________________________________________________________________________________
 (Please insert Social Security or Taxpayer I.D. or other Identifying Number of
                                    Assignee)


________________________________________________________________________________
  (Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Corporate Units Certificates and all rights thereunder, hereby
irrevocably constituting and appointing attorney __________________, to transfer
said Corporate Units Certificates on the books of The Chubb Corporation, with
full power of substitution in the premises.


Dated: __________________________      Signature ______________________________

                                       NOTICE: The signature to this assignment
                                       must correspond with the name as it
                                       appears upon the face of the within
                                       Corporate Units Certificates in every
                                       particular, without alteration or
                                       enlargement or any change whatsoever.

                                      A-16
<PAGE>
      Signature Guarantee:__________________________________





                                      A-17
<PAGE>
                             SETTLEMENT INSTRUCTIONS

      The undersigned Holder directs that a certificate for shares of Common
Stock deliverable upon settlement on or after the Purchase Contract Settlement
Date of the Purchase Contracts represented by the number of Corporate Units
evidenced by this Corporate Units Certificate be registered in the name of, and
delivered, together with a check in payment for any fractional share, to the
undersigned at the address indicated below unless a different name and address
have been indicated below. If shares are to be registered in the name of a
Person other than the undersigned, the undersigned will pay any transfer tax
payable incident thereto.


Dated:_________________________________    ____________________________________
                                           Signature

                                           Signature Guarantee:_________________
                                           (if assigned to another person)



If shares are to be registered in
the name of and delivered to a
Person other than the Holder,              REGISTERED HOLDER
please (i) print such Person's             Please print name and address of
name and address and (ii) provide          Registered Holder:
a guarantee of your signature:


_________________________________          _____________________________________
Name                                       Name

_________________________________          _____________________________________
Address                                    Address

_________________________________          _____________________________________

_________________________________          _____________________________________

_________________________________          _____________________________________


Name Social Security or other
Taxpayer Identification
Number, if any                             _____________________________________


                                      A-18
<PAGE>
              ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT


      The undersigned Holder of this Corporate Units Certificate hereby
irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early
Settlement following a Cash Merger] in accordance with the terms of the Purchase
Contract Agreement with respect to the Purchase Contracts represented by the
number of Corporate Units evidenced by this Corporate Units Certificate
specified below. The undersigned Holder directs that a certificate for shares of
Common Stock or other securities deliverable upon such [Early Settlement] [Cash
Merger Early Settlement] be registered in the name of, and delivered, together
with a check in payment for any fractional share and any Corporate Units
Certificate representing any Corporate Units evidenced hereby as to which [Early
Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is
not effected, to the undersigned at the address indicated below unless a
different name and address have been indicated below. Pledged Senior Notes or
the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the
case may be, deliverable upon such [Early Settlement] [Cash Merger Early
Settlement] will be transferred in accordance with the transfer instructions set
forth below. If shares are to be registered in the name of a Person other than
the undersigned, the undersigned will pay any transfer tax payable incident
thereto.

Dated:___________________________        __________________________________
                                         Signature


Signature Guarantee:_________________________________



                                      A-19
<PAGE>
      Number of Units evidenced hereby as to which [Early Settlement] [Cash
Merger Early Settlement] of the related Purchase Contracts is being elected:

If shares of Common Stock or             REGISTERED HOLDER
Corporate Units Certificates are
to be registered in the name of
and delivered to and Pledged
Senior Notes or the Applicable
Ownership Interests in the
Treasury Portfolio, as the case
may be, are to be transferred to
a Person other than the Holder,
please print such Person's name
and address:                             Please print name and address of
                                         Registered Holder:

_________________________________        _________________________________
Name                                     Name

_________________________________        _________________________________
Address                                  Address

_________________________________        _________________________________
_________________________________        _________________________________
_________________________________        _________________________________


Social Security or other                 _________________________________
Taxpayer Identification

Number, if any



                                      A-20


<PAGE>






Transfer Instructions for Pledged Senior Notes or the Applicable Ownership
Interests in the Treasury Portfolio, as the case may be, transferable upon
[Early Settlement] [Cash Merger Early Settlement] or a Termination Event:




________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________



                                      A-21
<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE


The following increases or decreases in this Global Certificate have been made:

<TABLE>
<S>           <C>                    <C>                   <C>                      <C>
                                                            Number of Corporate
              Amount of increase     Amount of decrease     Units evidenced by
                 in Number of           in Number of            this Global             Signature of
                Corporate Units        Corporate Units          Certificate         authorized signatory
               evidenced by the       evidenced by the        following such            of Purchase
Date          Global Certificate     Global Certificate    decrease or increase        Contract Agent
----          ------------------     ------------------    --------------------        --------------
</TABLE>


                                      A-22
<PAGE>

                                                                       EXHIBIT B

                   (FORM OF FACE OF TREASURY UNIT CERTIFICATE
           For Treasury Units containing Treasury securities maturing
                                on July 15, 2006)


      [For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL
CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS
EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A
TRANSFER OF THIS CERTIFICATE 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) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

No. [  ]                                                     CUSIP No. 912820BT3
Number of Treasury Units: [  ]

                              The Chubb Corporation
                                 Treasury Units

      This Treasury Units Certificate certifies that [Cede & Co.]
[                  ] is the registered Holder of the number of Treasury Units
set forth above [For inclusion in Global Certificates only - or such other
number of Treasury Units as is reflected in the Schedule of


                                       B-1
<PAGE>

Increases or Decreases in Global Certificate attached hereto]. Each Treasury
Unit represents (i) a 1/40 undivided beneficial ownership interest of a Treasury
Security having a principal amount at maturity equal to $1,000, subject to the
Pledge of such Treasury Security by such Holder pursuant to the Pledge
Agreement, and (ii) the rights and obligations of the Holder under one Purchase
Contract with The Chubb Corporation, a New Jersey corporation (the "COMPANY").
All capitalized terms used herein which are defined in the Purchase Contract
Agreement (as defined on the reverse hereof) have the meaning set forth therein.

      Pursuant to the Pledge Agreement, the Treasury Securities represented by
each Treasury Unit evidenced hereby have been pledged to the Collateral Agent,
for the benefit of the Company, to secure the obligations of the Holder under
the Purchase Contract represented by such Treasury Unit. Each Purchase Contract
evidenced hereby obligates the Holder of this Treasury Units Certificate to
purchase, and the Company to sell, on August 16, 2006 (the "PURCHASE CONTRACT
SETTLEMENT DATE"), at a price equal to $25.00 (the "STATED AMOUNT"), a number of
newly issued shares of common stock, par value $1.00 per share ("COMMON STOCK"),
of the Company, equal to the Settlement Rate, unless on or prior to the Purchase
Contract Settlement Date there shall have occurred a Termination Event or an
Early Settlement or Cash Merger Early Settlement with respect to such Purchase
Contract, all as provided in the Purchase Contract Agreement and more fully
described on the reverse hereof. The Stated Amount for the shares of Common
Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid
earlier, shall be paid on the Purchase Contract Settlement Date by application
of the proceeds from the Treasury Securities at maturity pledged to secure the
obligations of the Holder under such Purchase Contract of the Treasury Units of
which such Purchase Contract is a part.

      Each Purchase Contract evidenced hereby obligates the holder to agree, for
United States federal, state and local income and franchise tax purposes, to (i)
treat an acquisition of the Treasury Units as an acquisition of the Treasury
Securities and Purchase Contracts represented by the Treasury Units, (ii) treat
itself as owner of the applicable interest in the Collateral Account, including
the Treasury Securities and (iii) treat each Purchase Contract as a forward
purchase contract for the purchase of Common Stock.

      The Company shall pay, on each Payment Date, in respect of each Purchase
Contract represented by a Treasury Unit evidenced hereby, an amount (the
"CONTRACT ADJUSTMENT PAYMENTS") equal to [      ]% per year of the Stated
Amount. Such Contract Adjustment Payments shall be payable to the Person in
whose name this Treasury Units Certificate is registered at the close of
business on the Record Date for such Payment Date. The Company may, at its
option, defer such Contract Adjustment Payments.

      Contract Adjustment Payments will be payable at the office of the Purchase
Contract Agent in New York City. If the book-entry system for the Treasury Units
has been terminated, the Contract Adjustment Payments will be payable, at the
option of the Company, by check mailed to the address of the Person entitled
thereto at such Person's address as it appears on the


                                       B-2
<PAGE>

Security Register, or by wire transfer to the account designated by such Person
by a prior written notice to the Purchase Contract Agent.

      Reference is hereby made to the further provisions 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
Purchase Contract Agent by manual signature, this Treasury Units Certificate
shall not be entitled to any benefit under the Pledge Agreement or the Purchase
Contract Agreement or be valid or obligatory for any purpose.


                                      B-3
<PAGE>

      IN WITNESS WHEREOF, the Company and the Holder specified above have caused
this instrument to be duly executed.

<TABLE>
<S>                                 <C>
                                    The Chubb Corporation

                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    HOLDER SPECIFIED ABOVE (as to obligations of
                                    such Holder under the Purchase Contracts)


                                    By: BANK ONE TRUST COMPANY, N.A.,
                                        not individually but solely as
                                        Attorney-in-Fact of such Holder

                                    By:
                                       ----------------------------------------
                                       Authorized Officer

Dated:
      ---------------------
</TABLE>


                                      B-4
<PAGE>

                        CERTIFICATE OF AUTHENTICATION OF
                             PURCHASE CONTRACT AGENT

      This is one of the Treasury Units referred to in the within-mentioned
Purchase Contract Agreement.

                                          By: BANK ONE TRUST COMPANY, N.A.,
                                              as Purchase Contract Agent


                                          By:
                                             -----------------------------------
                                             Authorized Officer

Dated:
      -----------------


                                      B-5
<PAGE>

                     (REVERSE OF TREASURY UNIT CERTIFICATE)

      Each Purchase Contract evidenced hereby is governed by a Purchase Contract
Agreement, dated as of June [ ], 2003 (as may be supplemented from time to time,
the "PURCHASE CONTRACT AGREEMENT") between the Company and Bank One Trust
Company, N.A., as Purchase Contract Agent (including its successors thereunder,
herein called the "PURCHASE CONTRACT AGENT"), to which the Purchase Contract
Agreement and supplemental agreements thereto reference is hereby made for a
description of the respective rights, limitations of rights, obligations, duties
and immunities thereunder of the Purchase Contract Agent, the Company and the
Holders and of the terms upon which the Treasury Units Certificates are, and are
to be, executed and delivered.

      Each Purchase Contract evidenced hereby obligates the Holder of this
Treasury Units Certificate to purchase, and the Company to sell, on August 16,
2006 (the "PURCHASE CONTRACT SETTLEMENT DATE"), at a price equal to $25.00 (the
"STATED AMOUNT"), a number of newly issued shares of common stock, par value
$1.00 per share ("COMMON STOCK"), of the Company, equal to the Settlement Rate,
unless on or prior to the Purchase Contract Settlement Date there shall have
occurred a Termination Event or an Early Settlement or Cash Merger Early
Settlement with respect to such Purchase Contract. The "SETTLEMENT RATE" is
equal to:

      (1) if the Adjusted Applicable Market Value (as defined below) is greater
than $[ ] (the "THRESHOLD APPRECIATION PRICE"), [ ] shares of Common Stock per
Purchase Contract;

      (2) if the Adjusted Applicable Market Value is less than or equal to the
Threshold Appreciation Price but greater than or equal to $[ ] (the "REFERENCE
PRICE"), the number of shares of Common Stock per Purchase Contract having a
value equal to the Stated Amount divided by the Adjusted Applicable Market
Value; and

      (3) if the Adjusted Applicable Market Value is less than the Reference
Price, [ ] shares of Common Stock per Purchase Contract;

      in each case subject to adjustment as provided in the Purchase Contract
Agreement (and in each case rounded upward or downward to the nearest 1/10,000th
of a share).

      No fractional shares of Common Stock will be issued upon settlement of
Purchase Contracts, as provided in Section 5.09 of the Purchase Contract
Agreement.

      Each Purchase Contract evidenced hereby, which is settled through Early
Settlement or Cash Merger Early Settlement shall obligate the Holder of the
related Treasury Units to purchase at the Stated Amount, and the Company to
sell, a number of newly issued shares of Common Stock equal to the Early
Settlement Rate (in the case of an Early Settlement) or applicable Settlement
Rate (in the case of a Cash Merger Early Settlement).


                                      B-6
<PAGE>

      The "APPLICABLE MARKET VALUE" means the average of the Closing Prices per
share of Common Stock on each of the 20 consecutive Trading Days ending on the
third Trading Day immediately preceding the Purchase Contract Settlement Date,
subject to adjustments set forth under Section 5.04 hereof.

      The "ADJUSTED APPLICABLE MARKET VALUE" means (i) prior to any adjustment
of the Settlement Rate pursuant to paragraph (1), (2), (3), (4), (5), (6), (7)
or (10) of Section 5.04(a) of the Purchase Contract Agreement, the Applicable
Market Value, and (ii) at the time of and after any adjustment of the Settlement
Rate pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of Section
5.04(a) of the Purchase Contract Agreement, the Applicable Market Value
multiplied by a fraction, the numerator of which shall be the Settlement Rate
immediately after such adjustment pursuant to paragraph (1), (2), (3), (4), (5),
(6), (7) or (10) of Section 5.04(a) of the Purchase Contract Agreement and the
denominator of which shall be the Settlement Rate immediately prior to such
adjustment; provided, however, that if such adjustment to the Settlement Rate is
required to be made pursuant to the occurrence of any of the events contemplated
by paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of Section 5.04(a) of the
Purchase Contract Agreement during the period taken into consideration for
determining the Applicable Market Value, appropriate and customary adjustments
shall be made to the Settlement Rate.

      The "CLOSING PRICE" per share of Common Stock on any date of determination
means the:

      (1) closing sale price as of the close of the principal trading session
(or, if no closing price is reported, the last reported sale price) per share on
the New York Stock Exchange, Inc. (the "NYSE") on such date;

      (2) if the Common Stock is not listed for trading on the NYSE on any such
date, the closing sale price (or, if no closing price is reported, the last
reported sale price) per share as reported in the composite transactions for the
principal United States national or regional securities exchange on which the
Common Stock is so listed;

      (3) if the Common Stock is not so listed on a United States national or
regional securities exchange, the last reported sale price per share as reported
by The Nasdaq Stock Market, Inc.;

      (4) if the Common Stock is not so reported, the last quoted bid price for
the Common Stock in the over-the-counter market as reported by the National
Quotation Bureau or similar organization; or

      (5) if such bid price is not available, the market value of the Common
Stock on such date as determined by a nationally recognized independent
investment banking firm retained for this purpose by the Company.


                                      B-7
<PAGE>

      A "TRADING DAY" means a day on which the Common Stock (1) is not suspended
from trading on any national or regional securities exchange or association or
over-the-counter market at the close of business and (2) has traded at least
once on the national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of the Common
Stock.

      In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Treasury Unit shall pay the Stated Amount for the shares of the
Common Stock purchased pursuant to each Purchase Contract evidenced hereby
either by effecting a Cash Settlement, an Early Settlement or, if applicable, a
Cash Merger Early Settlement of each such Purchase Contract or by applying a
principal amount of the Pledged Treasury Securities represented by such Holder's
Treasury Unit equal to the Stated Amount of such Purchase Contract to the
purchase of the Common Stock. A Holder of Treasury Units who (1) does not on or
prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately
preceding the Purchase Contract Settlement Date, notify the Purchase Contract
Agent of its intention to effect a Cash Settlement, or who does so notify the
Purchase Contract Agent but fails to make an effective Cash Settlement prior to
5:00 p.m. (New York City time) on the fourth Business Day immediately preceding
the Purchase Contract Settlement Date, (2) on or prior to 5:00 p.m. (New York
City time) on the fifth Business Day prior to the Purchase Contract Settlement
Date, does not make an effective Early Settlement, or (3) on or prior to 5:00
p.m. (New York City time) on the fifth Business Day prior to the Purchase
Contract Settlement Date, does not make an effective Cash Merger Early
Settlement, shall pay the Stated Amount for the shares of Common Stock to be
issued under the related Purchase Contract from the proceeds of the Pledged
Treasury Securities.

      The Company shall not be obligated to issue any shares of Common Stock in
respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment of the aggregate stated amount for
the shares of Common Stock to be purchased thereunder in the manner set forth in
the Purchase Contract Agreement.

      The Company has the right to defer payment of all or part of the Contract
Adjustment Payments in respect of each Purchase Contract until no later than the
Purchase Contract Settlement Date (or in the event of an effective Early
Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash
Merger Early Settlement Date, as the case may be). If the Company so elects to
defer Contract Adjustment Payments, the Company shall pay additional Contract
Adjustment Payments on such deferred installments of Purchase Contract Payments
at a rate equal to [       ]% per annum, compounding on each succeeding Payment
Date, until such deferred installments are paid. In the event that the Company
elects to defer the payment of Contract Adjustment Payments on the Purchase
Contracts until the Purchase Contract Settlement Date (or, in the event of an
effective Early Settlement or Cash Merger Early Settlement, the Early Settlement
Date or Cash Merger Early Settlement, as the case may be), each Holder will
receive on


                                      B-8
<PAGE>

the Purchase Contract Settlement Date or Early Settlement Date, as applicable,
the aggregate amount of Deferred Contract Adjustment Payments to the extent such
fees are not deducted from the Stated Amount in the case of a Cash Settlement or
any Early Settlement or Cash Merger Early Settlement.

      The Purchase Contracts and all obligations and rights of the Company and
the Holders thereunder, including, without limitation, the rights of the Holders
to receive and the obligation of the Company to pay any Contract Adjustment
Payments, shall immediately and automatically terminate, without the necessity
of any notice or action by any Holder, the Purchase Contract Agent or the
Company, if, on or prior to the Purchase Contract Settlement Date, a Termination
Event shall have occurred. Upon the occurrence of a Termination Event, the
Company shall promptly but in no event later than two Business Days thereafter
give written notice to the Purchase Contract Agent, the Collateral Agent and the
Holders, at their addresses as they appear in the Security Register. Upon and
after the occurrence of a Termination Event, the Collateral Agent shall release
the Pledged Treasury Securities (as defined in the Pledge Agreement) represented
by each Treasury Unit. A Treasury Unit shall thereafter represent the right to
receive the Proceeds of the Treasury Security represented by such Treasury Unit,
in accordance with the terms of the Purchase Contract Agreement and the Pledge
Agreement.

      The Treasury Units Certificates are issuable only in registered form and
only in denominations of a single Treasury Unit and any integral multiple
thereof. The transfer of any Treasury Units Certificate will be registered and
Treasury Units Certificates may be exchanged as provided in the Purchase
Contract Agreement. The Security Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents permitted by
the Purchase Contract Agreement. No service charge shall be required for any
such registration of transfer or exchange, but the Company and the Purchase
Contract Agent may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. A Holder who elects to
substitute Senior Notes, for Treasury Securities, thereby recreating Corporate
Units, shall be responsible for any fees or expenses associated therewith.
Except as provided in the Purchase Contract Agreement, for so long as the
Purchase Contract represented by a Treasury Unit remains in effect, such
Treasury Unit shall not be separable into its constituent parts, and the rights
and obligations of the Holder of such Treasury Unit in respect of the Treasury
Security and the Purchase Contract represented by such Treasury Unit may be
transferred and exchanged only as a Treasury Unit.

      Unless the Treasury Portfolio has replaced the Senior Notes represented by
the Corporate Units and subject to the conditions set forth in the Purchase
Contract Agreement, a Holder of Treasury Units may recreate, at any time prior
to 5:00 p.m. (New York City time) on the fifth Business Day immediately
preceding the Purchase Contract Settlement Date, Corporate Units by delivering
to the Securities Intermediary Senior Notes with an aggregate principal amount,
equal to the aggregate principal amount at maturity of the Pledged Treasury
Securities in exchange for the release of such Pledged Treasury Securities in
accordance with the terms of the Purchase


                                      B-9
<PAGE>

Contract Agreement and the Pledge Agreement. From and after such substitution,
the Holder's Units shall be referred to as a "CORPORATE UNIT". Any such creation
of Corporate Units may be effected only in multiples of 40 Treasury Units for 40
Corporate Units.

      The Company shall pay, on each Payment Date, the Contract Adjustment
Payments payable in respect of each Purchase Contract to the Person in whose
name the Treasury Units Certificate evidencing such Purchase Contract is
registered at the close of business on the Record Date for such Payment Date.
Contract Adjustment Payments will be payable at the office of the Purchase
Contract Agent in New York City or, at the option of the Holder, by check mailed
to the address of the Person entitled thereto at such address as it appears on
the Security Register.

      The Purchase Contracts and all obligations and rights of the Company and
the Holders thereunder, including, without limitation, the rights of the Holders
to receive and the obligation of the Company to pay any Contract Adjustment
Payments, shall immediately and automatically terminate, without the necessity
of any notice or action by any Holder, the Purchase Contract Agent or the
Company, if, on or prior to the Purchase Contract Settlement Date, a Termination
Event shall have occurred. Upon the occurrence of a Termination Event, the
Company shall promptly but in no event later than two Business Days thereafter
give written notice to the Purchase Contract Agent, the Collateral Agent and the
Holders, at their addresses as they appear in the Security Register. Upon and
after the occurrence of a Termination Event, the Collateral Agent shall release
the Treasury Securities from the Pledge in accordance with the provisions of the
Pledge Agreement. A Treasury Unit shall thereafter represent the right to
receive the interest in the Treasury Security represented by such Treasury Unit,
in accordance with the terms of the Purchase Contract Agreement and the Pledge
Agreement.

      Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holder thereof, Purchase Contracts
represented by Units may be settled early ("EARLY SETTLEMENT") as provided in
the Purchase Contract Agreement. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contract evidenced by this Certificate,
the Holder of this Treasury Units Certificate shall deliver to the Purchase
Contract Agent at the Corporate Trust Office an Election to Settle Early form
set forth below duly completed and accompanied by payment in the form of
immediately available funds payable to the order of the Company in an amount
(the "EARLY SETTLEMENT AMOUNT") equal to:

      (i) (A) the product of (I) the Stated Amount, times (II) the number of
Purchase Contracts with respect to which the Holder has elected to effect Early
Settlement, plus (B) if such delivery is made with respect to any Purchase
Contracts during the period from the close of business on any Record Date next
preceding any Payment Date to the opening of business on such Payment Date, an
amount equal to the Contract Adjustment Payments payable on such Payment Date
with respect to such Purchase Contracts

      (ii) the amount of any Deferred Contract Adjustment Payments payable to
such Holder as a result of such Early Settlement.


                                      B-10
<PAGE>

      Upon Early Settlement of Purchase Contracts by a Holder of the related
Units, the Pledged Treasury Securities represented by such Units shall be
released from the Pledge as provided in the Pledge Agreement and the Holder
shall be entitled to receive a number of shares of Common Stock on account of
each Purchase Contract represented by a Treasury Unit as to which Early
Settlement is effected equal to [ ] shares of Common Stock per Purchase Contract
(the "EARLY SETTLEMENT RATE"). The Early Settlement Rate shall be adjusted in
the same manner and at the same time as the Settlement Rate is adjusted as
provided in Section 5.04 of the Purchase Contract Agreement.

      Upon the occurrence of a Cash Merger, a Holder of Treasury Units may
effect Cash Merger Early Settlement of the Purchase Contract represented by such
Treasury Units pursuant to the terms of Section 5.04(b)(2) of the Purchase
Contract Agreement. Upon Cash Merger Early Settlement of Purchase Contracts by a
Holder of the related Treasury Units, the Pledged Treasury Securities
represented by such Treasury Units shall be released from the Pledge as provided
in the Pledge Agreement.

      Upon registration of transfer of this Treasury Units Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee, except as may be required by the Purchase Contract Agent
pursuant to the Purchase Contract Agreement), under the terms of the Purchase
Contract Agreement and the Purchase Contracts evidenced hereby and the
transferor shall be released from the obligations under the Purchase Contracts
evidenced by this Treasury Units Certificate. The Company covenants and agrees,
and the Holder, by its acceptance hereof, likewise covenants and agrees, to be
bound by the provisions of this paragraph.

      The Holder of this Treasury Units Certificate, by its acceptance hereof,
authorizes the Purchase Contract Agent to enter into and perform the related
Purchase Contracts represented by the Treasury Units evidenced hereby on its
behalf as its attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case under the
Bankruptcy Code, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform its obligations under such Purchase Contracts,
consents to the provisions of the Purchase Contract Agreement, authorizes the
Purchase Contract Agent to enter into and perform the Purchase Contract
Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and
consents to the Pledge of the Treasury Securities represented by this Treasury
Units Certificate pursuant to the Pledge Agreement. The Holder further covenants
and agrees, that, to the extent and in the manner provided in the Purchase
Contract Agreement and the Pledge Agreement, but subject to the terms thereof,
payments in respect to the aggregate principal amount of the Pledged Treasury
Securities on the Purchase Contract Settlement Date shall be paid by the
Collateral Agent to the Company in satisfaction of such Holder's obligations
under such Purchase Contract and such Holder shall acquire no right, title or
interest in such payments.


                                      B-11
<PAGE>
      Subject to certain exceptions, the provisions of the Purchase Contract
Agreement may be amended with the consent of the Holders of a majority of the
Purchase Contracts.

      The Purchase Contracts shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.

      Prior to due presentment of this Certificate for registration or transfer,
the Company, the Purchase Contract Agent and its Affiliates and any agent of the
Company or the Purchase Contract Agent may treat the Person in whose name this
Treasury Units Certificate is registered as the owner of the Treasury Units
evidenced hereby for the purpose of receiving payments of interest on the
Treasury Securities, receiving payments of Contract Adjustment Payments (subject
to any applicable record date), performance of the Purchase Contracts and for
all other purposes whatsoever, whether or not any payments in respect thereof be
overdue and notwithstanding any notice to the contrary, and neither the Company,
the Purchase Contract Agent nor any such agent shall be affected by notice to
the contrary.

      The Purchase Contracts shall not, prior to the settlement thereof, entitle
the Holder to any of the rights of a holder of shares of Common Stock.

      A copy of the Purchase Contract Agreement is available for inspection at
the offices of the Purchase Contract Agent.

                                  ABBREVIATIONS

      The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM:               as tenants in common

UNIF GIFT MIN ACT:                         Custodian
                       --------------------         -------------------------
                             (cust)                          (minor)
                       Under Uniform Gifts to Minors Act of
                                                           ------------------

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

TENANT:                as tenants by the entireties
JT TEN:                as joint tenants with right of survivorship and not as
                        tenants in common

Additional abbreviations may also be used though not in the above list.

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

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto




                                      B-12
<PAGE>
--------------------------------------------------------------------------------
 (Please insert Social Security or Taxpayer I.D. or other Identifying Number of
                                    Assignee)


--------------------------------------------------------------------------------
  (Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Treasury Units Certificates and all rights thereunder, hereby
irrevocably constituting and appointing _____________ attorney to transfer said
Treasury Units Certificates on the books of The Chubb Corporation, with full
power of substitution in the premises.

Dated:
      ------------------------------    ----------------------------------------
                                        Signature

                                        NOTICE: The signature to this assignment
                                        must correspond with the name as it
                                        appears upon the face of the within
                                        Treasury Units Certificates in every
                                        particular, without alteration or
                                        enlargement or any change whatsoever.

         Signature Guarantee:
                             -----------------------------------


                                      B-13
<PAGE>
                             SETTLEMENT INSTRUCTIONS

          The undersigned Holder directs that a certificate for shares of Common
Stock deliverable upon settlement on or after the Purchase Contract Settlement
Date of the Purchase Contracts represented by the number of Treasury Units
evidenced by this Treasury Units Certificate be registered in the name of, and
delivered, together with a check in payment for any fractional share, to the
undersigned at the address indicated below unless a different name and address
have been indicated below. If shares are to be registered in the name of a
Person other than the undersigned, the undersigned will pay any transfer tax
payable incident thereto.

Dated:
      ------------------------------    ----------------------------------------
                                        Signature
                                        Signature Guarantee:
                                                            --------------------
                                        (if assigned to another person)

If shares are to be registered in
the name of and delivered to a          REGISTERED HOLDER
Person other than the Holder, please
(i) print such Person's name and
address and (ii) provide a guarantee    Please print name and address of
of your signature:                      Registered Holder:



------------------------------------    ----------------------------------------
Name                                    Name


------------------------------------    ----------------------------------------
Address                                 Address

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

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

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


Social Security or other
Taxpayer Identification
Number, if any                          ----------------------------------------





                                      B-14
<PAGE>
              ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT

          The undersigned Holder of this Treasury Units Certificate hereby
irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early
Settlement upon a Cash Merger] in accordance with the terms of the Purchase
Contract Agreement with respect to the Purchase Contracts represented by the
number of Treasury Units evidenced by this Treasury Units Certificate specified
below. The option to effect [Early Settlement] [Cash Merger Early Settlement]
may be exercised only with respect to Purchase Contracts represented by Treasury
Units with an aggregate Stated Amount equal to $1,000 or an integral multiple
thereof. The undersigned Holder directs that a certificate for shares of Common
Stock or other securities deliverable upon such [Early Settlement] [Cash Merger
Early Settlement] be registered in the name of, and delivered, together with a
check in payment for any fractional share and any Treasury Units Certificate
representing any Treasury Units evidenced hereby as to which Cash Merger Early
Settlement of the related Purchase Contracts is not effected, to the undersigned
at the address indicated below unless a different name and address have been
indicated below. Pledged Treasury Securities deliverable upon such [Early
Settlement] [Cash Merger Early Settlement] will be transferred in accordance
with the transfer instructions set forth below. If shares are to be registered
in the name of a Person other than the undersigned, the undersigned will pay any
transfer tax payable incident thereto.

Dated:
      ------------------------------    ----------------------------------------
                                        Signature



Signature Guarantee:
                    ----------------------


                                      B-15
<PAGE>
      Number of Units evidenced hereby as to which [Early Settlement] [Cash
Merger Early Settlement] of the related Purchase Contracts is being elected:


If shares of Common Stock or            REGISTERED HOLDER
Treasury Units Certificates are to
be registered in the name of and
delivered to and Pledged Treasury
Securities are to be transferred to
a Person other than the Holder,
please print such Person's name and
address:

                                        Please print name and address of
                                        Registered Holder:


------------------------------------    ----------------------------------------
Name                                    Name


------------------------------------    ----------------------------------------
Address                                 Address


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

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

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


Social Security or other
Taxpayer Identification

Number, if any
                                        ----------------------------------------



                                      B-16
<PAGE>
Transfer Instructions for Pledged Treasury Securities Transferable upon [Early
Settlement] [Cash Merger Early Settlement] or a Termination Event:

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

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

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


                                      B-17
<PAGE>
                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

The following increases or decreases in this Global Certificate have been made:

<TABLE>
<CAPTION>
                                                                        Number of Treasury
                          Amount of increase     Amount of decrease     Units evidenced by
                             in Number of           in Number of            this Global
                            Treasury Units         Treasury Units           Certificate       Signature of authorized
                           evidenced by the       evidenced by the        following such       signatory of Purchase
Date                      Global Certificate     Global Certificate    decrease or increase       Contract Agent
-----------------         ------------------     ------------------    --------------------   -----------------------
<S>                       <C>                    <C>                   <C>                    <C>
</TABLE>




                                      B-18
<PAGE>
                                                                       EXHIBIT C

                   (FORM OF FACE OF TREASURY UNIT CERTIFICATE
                For Treasury Units containing Treasury Securities
                          maturing on August 15, 2006)

[For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL
CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS
EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A
TRANSFER OF THIS CERTIFICATE 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) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

                                                             CUSIP No. 912833CQ1
Number of Treasury Units: [  ]

                              The Chubb Corporation

                                 Treasury Units

      This Treasury Units Certificate certifies that [Cede & Co.]
[__________________] is the registered Holder of the number of Treasury Units
set forth above [For inclusion in Global Certificates only - or such other
number of Treasury Units as is reflected in the Schedule of Increases or
Decreases in Global Certificate attached hereto]. Each Treasury Unit represents
(i) a 1/40 undivided beneficial ownership interest of a Treasury Security having
a principal amount at maturity equal to $1,000, subject to the Pledge of such
Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the
rights and obligations of the Holder under one

                                      C-1
<PAGE>
Purchase Contract with The Chubb Corporation, a New Jersey corporation (the
"COMPANY"). All capitalized terms used herein which are defined in the Purchase
Contract Agreement (as defined on the reverse hereof) have the meaning set forth
therein.

      Pursuant to the Pledge Agreement, the Treasury Securities represented by
each Treasury Unit evidenced hereby have been pledged to the Collateral Agent,
for the benefit of the Company, to secure the obligations of the Holder under
the Purchase Contract represented by such Treasury Unit. Each Purchase Contract
evidenced hereby obligates the Holder of this Treasury Units Certificate to
purchase, and the Company to sell, on August 16, 2006 (the "PURCHASE CONTRACT
SETTLEMENT DATE"), at a price equal to $25.00 (the "STATED AMOUNT"), a number of
newly issued shares of common stock, par value $1.00 per share ("COMMON STOCK"),
of the Company, equal to the Settlement Rate, unless on or prior to the Purchase
Contract Settlement Date there shall have occurred a Termination Event or an
Early Settlement or Cash Merger Early Settlement with respect to such Purchase
Contract, all as provided in the Purchase Contract Agreement and more fully
described on the reverse hereof. The Stated Amount for the shares of Common
Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid
earlier, shall be paid on the Purchase Contract Settlement Date by application
of the proceeds from the Treasury Securities at maturity pledged to secure the
obligations of the Holder under such Purchase Contract of the Treasury Units of
which such Purchase Contract is a part.

      Each Purchase Contract evidenced hereby obligates the holder to agree, for
United States federal, state and local income and franchise tax purposes, to (i)
treat an acquisition of the Treasury Units as an acquisition of the Treasury
Securities and Purchase Contracts represented by the Treasury Units, (ii) treat
itself as owner of the applicable interest in the Collateral Account, including
the Treasury Securities and (iii) treat each Purchase Contract as a forward
purchase contract for the purchase of Common Stock.

      The Company shall pay, on each Payment Date, in respect of each Purchase
Contract represented by a Treasury Unit evidenced hereby, an amount (the
"CONTRACT ADJUSTMENT PAYMENTS") equal to [ ]% per year of the Stated Amount.
Such Contract Adjustment Payments shall be payable to the Person in whose name
this Treasury Units Certificate is registered at the close of business on the
Record Date for such Payment Date. The Company may, at its option, defer such
Contract Adjustment Payments.

      Contract Adjustment Payments will be payable at the office of the Purchase
Contract Agent in New York City. If the book-entry system for the Treasury Units
has been terminated, the Contract Adjustment Payments will be payable, at the
option of the Company, by check mailed to the address of the Person entitled
thereto at such Person's address as it appears on the Security Register, or by
wire transfer to the account designated by such Person by a prior written notice
to the Purchase Contract Agent.

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



                                      C-2
<PAGE>
      Unless the certificate of authentication hereon has been executed by the
Purchase Contract Agent by manual signature, this Treasury Units Certificate
shall not be entitled to any benefit under the Pledge Agreement or the Purchase
Contract Agreement or be valid or obligatory for any purpose.



                                      C-3
<PAGE>

      IN WITNESS WHEREOF, the Company and the Holder specified above have caused
this instrument to be duly executed.

                                         The Chubb Corporation

                                        By:
                                           -------------------------------------
                                            Name:
                                            Title:


                                        HOLDER SPECIFIED ABOVE (as to
                                        obligations of such Holder under the
                                        Purchase Contracts)


                                        By: BANK ONE TRUST COMPANY,
                                         N.A., not individually but solely as
                                         Attorney-in-Fact of such Holder

                                        By:
                                           -------------------------------------
                                           Authorized Officer

Dated:
      ---------------------


                                      C-4
<PAGE>
                        CERTIFICATE OF AUTHENTICATION OF
                             PURCHASE CONTRACT AGENT

      This is one of the Treasury Units referred to in the within-mentioned
Purchase Contract Agreement.

                                        By: BANK ONE TRUST COMPANY, N.A.,
                                             as Purchase Contract Agent


                                        By:
                                           -------------------------------------
                                           Authorized Officer

Dated:
      ---------------------



                                      C-5
<PAGE>
                     (REVERSE OF TREASURY UNIT CERTIFICATE)

      Each Purchase Contract evidenced hereby is governed by a Purchase Contract
Agreement, dated as of June [ ], 2003 (as may be supplemented from time to time,
the "PURCHASE CONTRACT AGREEMENT") between the Company and Bank One Trust
Company, N.A., as Purchase Contract Agent (including its successors thereunder,
herein called the "PURCHASE CONTRACT AGENT"), to which the Purchase Contract
Agreement and supplemental agreements thereto reference is hereby made for a
description of the respective rights, limitations of rights, obligations, duties
and immunities thereunder of the Purchase Contract Agent, the Company and the
Holders and of the terms upon which the Treasury Units Certificates are, and are
to be, executed and delivered.

      Each Purchase Contract evidenced hereby obligates the Holder of this
Treasury Units Certificate to purchase, and the Company to sell, on August 16,
2006 (the "PURCHASE CONTRACT SETTLEMENT DATE"), at a price equal to $25.00 (the
"STATED AMOUNT"), a number of newly issued shares of common stock, par value
$1.00 per share ("COMMON STOCK"), of the Company, equal to the Settlement Rate,
unless on or prior to the Purchase Contract Settlement Date there shall have
occurred a Termination Event or an Early Settlement or Cash Merger Early
Settlement with respect to such Purchase Contract. The "SETTLEMENT RATE" is
equal to:

      (1) if the Adjusted Applicable Market Value (as defined below) is greater
than $[ ] (the "THRESHOLD APPRECIATION PRICE"), [ ] shares of Common Stock per
Purchase Contract;

      (2) if the Adjusted Applicable Market Value is less than or equal to the
Threshold Appreciation Price but greater than or equal to $[ ] (the "REFERENCE
PRICE"), the number of shares of Common Stock per Purchase Contract having a
value equal to the Stated Amount divided by the Adjusted Applicable Market
Value; and

      (3) if the Adjusted Applicable Market Value is less than the Reference
Price, [       ] shares of Common Stock per Purchase Contract;

      in each case subject to adjustment as provided in the Purchase Contract
Agreement (and in each case rounded upward or downward to the nearest 1/10,000th
of a share).

      No fractional shares of Common Stock will be issued upon settlement of
Purchase Contracts, as provided in Section 5.09 of the Purchase Contract
Agreement.

      Each Purchase Contract evidenced hereby, which is settled through Early
Settlement or Cash Merger Early Settlement shall obligate the Holder of the
related Treasury Units to purchase at the Stated Amount, and the Company to
sell, a number of newly issued shares of Common Stock equal to the Early
Settlement Rate (in the case of an Early Settlement) or applicable Settlement
Rate (in the case of a Cash Merger Early Settlement).


                                      C-6
<PAGE>
      The "APPLICABLE MARKET VALUE" means the average of the Closing Prices per
share of Common Stock on each of the 20 consecutive Trading Days ending on the
third Trading Day immediately preceding the Purchase Contract Settlement Date,
subject to adjustments set forth under Section 5.04 hereof.

      The "ADJUSTED APPLICABLE MARKET VALUE" means (i) prior to any adjustment
of the Settlement Rate pursuant to paragraph (1), (2), (3), (4), (5), (6), (7)
or (10) of Section 5.04(a) of the Purchase Contract Agreement, the Applicable
Market Value, and (ii) at the time of and after any adjustment of the Settlement
Rate pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of Section
5.04(a) of the Purchase Contract Agreement, the Applicable Market Value
multiplied by a fraction, the numerator of which shall be the Settlement Rate
immediately after such adjustment pursuant to paragraph (1), (2), (3), (4), (5),
(6), (7) or (10) of Section 5.04(a) of the Purchase Contract Agreement and the
denominator of which shall be the Settlement Rate immediately prior to such
adjustment; provided, however, that if such adjustment to the Settlement Rate is
required to be made pursuant to the occurrence of any of the events contemplated
by paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of Section 5.04(a) of the
Purchase Contract Agreement during the period taken into consideration for
determining the Applicable Market Value, appropriate and customary adjustments
shall be made to the Settlement Rate.

      The "CLOSING PRICE" per share of Common Stock on any date of determination
means the:

      (1) closing sale price as of the close of the principal trading session
(or, if no closing price is reported, the last reported sale price) per share on
the New York Stock Exchange, Inc. (the "NYSE") on such date;

      (2) if the Common Stock is not listed for trading on the NYSE on any such
date, the closing sale price (or, if no closing price is reported, the last
reported sale price) per share as reported in the composite transactions for the
principal United States national or regional securities exchange on which the
Common Stock is so listed;

      (3) if the Common Stock is not so listed on a United States national or
regional securities exchange, the last reported sale price per share as reported
by The Nasdaq Stock Market, Inc.;

      (4) if the Common Stock is not so reported, the last quoted bid price for
the Common Stock in the over-the-counter market as reported by the National
Quotation Bureau or similar organization; or

      (5) if such bid price is not available, the market value of the Common
Stock on such date as determined by a nationally recognized independent
investment banking firm retained for this purpose by the Company.


                                      C-7
<PAGE>
      A "TRADING DAY" means a day on which the Common Stock (1) is not suspended
from trading on any national or regional securities exchange or association or
over-the-counter market at the close of business and (2) has traded at least
once on the national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of the Common
Stock.

      In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Treasury Unit shall pay the Stated Amount for the shares of the
Common Stock purchased pursuant to each Purchase Contract evidenced hereby
either by effecting a Cash Settlement, an Early Settlement or, if applicable, a
Cash Merger Early Settlement of each such Purchase Contract or by applying a
principal amount of the Pledged Treasury Securities represented by such Holder's
Treasury Unit equal to the Stated Amount of such Purchase Contract to the
purchase of the Common Stock. A Holder of Treasury Units who (1) does not on or
prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately
preceding the Purchase Contract Settlement Date, notify the Purchase Contract
Agent of its intention to effect a Cash Settlement, or who does so notify the
Purchase Contract Agent but fails to make an effective Cash Settlement prior to
5:00 p.m. (New York City time) on the fourth Business Day immediately preceding
the Purchase Contract Settlement Date, (2) on or prior to 5:00 p.m. (New York
City time) on the fifth Business Day prior to the Purchase Contract Settlement
Date, does not make an effective Early Settlement, or (3) on or prior to 5:00
p.m. (New York City time) on the fifth Business Day prior to the Purchase
Contract Settlement Date, does not make an effective Cash Merger Early
Settlement, shall pay the Stated Amount for the shares of Common Stock to be
issued under the related Purchase Contract from the proceeds of the Pledged
Treasury Securities.

      The Company shall not be obligated to issue any shares of Common Stock in
respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment of the aggregate stated amount for
the shares of Common Stock to be purchased thereunder in the manner set forth in
the Purchase Contract Agreement.

      The Company has the right to defer payment of all or part of the Contract
Adjustment Payments in respect of each Purchase Contract until no later than the
Purchase Contract Settlement Date (or in the event of an effective Early
Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash
Merger Early Settlement Date, as the case may be). If the Company so elects to
defer Contract Adjustment Payments, the Company shall pay additional Contract
Adjustment Payments on such deferred installments of Purchase Contract Payments
at a rate equal to [ ]% per annum, compounding on each succeeding Payment Date,
until such deferred installments are paid. In the event that the Company elects
to defer the payment of Contract Adjustment Payments on the Purchase Contracts
until the Purchase Contract Settlement Date (or, in the event of an effective
Early Settlement or Cash Merger Early Settlement, the Early Settlement Date or
Cash Merger Early Settlement, as the case may be), each Holder will receive on


                                      C-8
<PAGE>
the Purchase Contract Settlement Date or Early Settlement Date, as applicable,
the aggregate amount of Deferred Contract Adjustment Payments to the extent such
fees are not deducted from the Stated Amount in the case of a Cash Settlement or
any Early Settlement or Cash Merger Early Settlement.

      The Purchase Contracts and all obligations and rights of the Company and
the Holders thereunder, including, without limitation, the rights of the Holders
to receive and the obligation of the Company to pay any Contract Adjustment
Payments, shall immediately and automatically terminate, without the necessity
of any notice or action by any Holder, the Purchase Contract Agent or the
Company, if, on or prior to the Purchase Contract Settlement Date, a Termination
Event shall have occurred. Upon the occurrence of a Termination Event, the
Company shall promptly but in no event later than two Business Days thereafter
give written notice to the Purchase Contract Agent, the Collateral Agent and the
Holders, at their addresses as they appear in the Security Register. Upon and
after the occurrence of a Termination Event, the Collateral Agent shall release
the Pledged Treasury Securities (as defined in the Pledge Agreement) represented
by each Treasury Unit. A Treasury Unit shall thereafter represent the right to
receive the Proceeds of the Treasury Security represented by such Treasury Unit,
in accordance with the terms of the Purchase Contract Agreement and the Pledge
Agreement.

      The Treasury Units Certificates are issuable only in registered form and
only in denominations of a single Treasury Unit and any integral multiple
thereof. The transfer of any Treasury Units Certificate will be registered and
Treasury Units Certificates may be exchanged as provided in the Purchase
Contract Agreement. The Security Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents permitted by
the Purchase Contract Agreement. No service charge shall be required for any
such registration of transfer or exchange, but the Company and the Purchase
Contract Agent may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. A Holder who elects to
substitute Senior Notes, for Treasury Securities, thereby recreating Corporate
Units, shall be responsible for any fees or expenses associated therewith.
Except as provided in the Purchase Contract Agreement, for so long as the
Purchase Contract represented by a Treasury Unit remains in effect, such
Treasury Unit shall not be separable into its constituent parts, and the rights
and obligations of the Holder of such Treasury Unit in respect of the Treasury
Security and the Purchase Contract represented by such Treasury Unit may be
transferred and exchanged only as a Treasury Unit.

      Unless the Treasury Portfolio has replaced the Senior Notes represented by
the Corporate Units and subject to the conditions set forth in the Purchase
Contract Agreement, a Holder of Treasury Units may recreate, at any time prior
to 5:00 p.m. (New York City time) on the fifth Business Day immediately
preceding the Purchase Contract Settlement Date, Corporate Units by delivering
to the Securities Intermediary Senior Notes with an aggregate principal amount,
equal to the aggregate principal amount at maturity of the Pledged Treasury
Securities in exchange for the release of such Pledged Treasury Securities in
accordance with the terms of the Purchase


                                      C-9
<PAGE>
Contract Agreement and the Pledge Agreement. From and after such substitution,
the Holder's Units shall be referred to as a "CORPORATE UNIT". Any such creation
of Corporate Units may be effected only in multiples of 40 Treasury Units for 40
Corporate Units.

      The Company shall pay, on each Payment Date, the Contract Adjustment
Payments payable in respect of each Purchase Contract to the Person in whose
name the Treasury Units Certificate evidencing such Purchase Contract is
registered at the close of business on the Record Date for such Payment Date.
Contract Adjustment Payments will be payable at the office of the Purchase
Contract Agent in New York City or, at the option of the Holder, by check mailed
to the address of the Person entitled thereto at such address as it appears on
the Security Register.

      The Purchase Contracts and all obligations and rights of the Company and
the Holders thereunder, including, without limitation, the rights of the Holders
to receive and the obligation of the Company to pay any Contract Adjustment
Payments, shall immediately and automatically terminate, without the necessity
of any notice or action by any Holder, the Purchase Contract Agent or the
Company, if, on or prior to the Purchase Contract Settlement Date, a Termination
Event shall have occurred. Upon the occurrence of a Termination Event, the
Company shall promptly but in no event later than two Business Days thereafter
give written notice to the Purchase Contract Agent, the Collateral Agent and the
Holders, at their addresses as they appear in the Security Register. Upon and
after the occurrence of a Termination Event, the Collateral Agent shall release
the Treasury Securities from the Pledge in accordance with the provisions of the
Pledge Agreement. A Treasury Unit shall thereafter represent the right to
receive the interest in the Treasury Security represented by such Treasury Unit,
in accordance with the terms of the Purchase Contract Agreement and the Pledge
Agreement.

      Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holder thereof, Purchase Contracts
represented by Units may be settled early ("EARLY SETTLEMENT") as provided in
the Purchase Contract Agreement. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contract evidenced by this Certificate,
the Holder of this Treasury Units Certificate shall deliver to the Purchase
Contract Agent at the Corporate Trust Office an Election to Settle Early form
set forth below duly completed and accompanied by payment in the form of
immediately available funds payable to the order of the Company in an amount
(the "EARLY SETTLEMENT AMOUNT") equal to:

      (i) (A) the product of (I) the Stated Amount, times (II) the number of
Purchase Contracts with respect to which the Holder has elected to effect Early
Settlement, plus (B) if such delivery is made with respect to any Purchase
Contracts during the period from the close of business on any Record Date next
preceding any Payment Date to the opening of business on such Payment Date, an
amount equal to the Contract Adjustment Payments payable on such Payment Date
with respect to such Purchase Contracts

      (ii) the amount of any Deferred Contract Adjustment Payments payable to
such Holder as a result of such Early Settlement.


                                      C-10
<PAGE>
      Upon Early Settlement of Purchase Contracts by a Holder of the related
Units, the Pledged Treasury Securities represented by such Units shall be
released from the Pledge as provided in the Pledge Agreement and the Holder
shall be entitled to receive a number of shares of Common Stock on account of
each Purchase Contract represented by a Treasury Unit as to which Early
Settlement is effected equal to [ ] shares of Common Stock per Purchase Contract
(the "EARLY SETTLEMENT RATE"). The Early Settlement Rate shall be adjusted in
the same manner and at the same time as the Settlement Rate is adjusted as
provided in Section 5.04 of the Purchase Contract Agreement.

      Upon the occurrence of a Cash Merger, a Holder of Treasury Units may
effect Cash Merger Early Settlement of the Purchase Contract represented by such
Treasury Units pursuant to the terms of Section 5.04(b)(2) of the Purchase
Contract Agreement. Upon Cash Merger Early Settlement of Purchase Contracts by a
Holder of the related Treasury Units, the Pledged Treasury Securities
represented by such Treasury Units shall be released from the Pledge as provided
in the Pledge Agreement.

      Upon registration of transfer of this Treasury Units Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee, except as may be required by the Purchase Contract Agent
pursuant to the Purchase Contract Agreement), under the terms of the Purchase
Contract Agreement and the Purchase Contracts evidenced hereby and the
transferor shall be released from the obligations under the Purchase Contracts
evidenced by this Treasury Units Certificate. The Company covenants and agrees,
and the Holder, by its acceptance hereof, likewise covenants and agrees, to be
bound by the provisions of this paragraph.

      The Holder of this Treasury Units Certificate, by its acceptance hereof,
authorizes the Purchase Contract Agent to enter into and perform the related
Purchase Contracts represented by the Treasury Units evidenced hereby on its
behalf as its attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case under the
Bankruptcy Code, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform its obligations under such Purchase Contracts,
consents to the provisions of the Purchase Contract Agreement, authorizes the
Purchase Contract Agent to enter into and perform the Purchase Contract
Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and
consents to the Pledge of the Treasury Securities represented by this Treasury
Units Certificate pursuant to the Pledge Agreement. The Holder further covenants
and agrees, that, to the extent and in the manner provided in the Purchase
Contract Agreement and the Pledge Agreement, but subject to the terms thereof,
payments in respect to the aggregate principal amount of the Pledged Treasury
Securities on the Purchase Contract Settlement Date shall be paid by the
Collateral Agent to the Company in satisfaction of such Holder's obligations
under such Purchase Contract and such Holder shall acquire no right, title or
interest in such payments.


                                      C-11
<PAGE>
      Subject to certain exceptions, the provisions of the Purchase Contract
Agreement may be amended with the consent of the Holders of a majority of the
Purchase Contracts.

      The Purchase Contracts shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.

      Prior to due presentment of this Certificate for registration or transfer,
the Company, the Purchase Contract Agent and its Affiliates and any agent of the
Company or the Purchase Contract Agent may treat the Person in whose name this
Treasury Units Certificate is registered as the owner of the Treasury Units
evidenced hereby for the purpose of receiving payments of interest on the
Treasury Securities, receiving payments of Contract Adjustment Payments (subject
to any applicable record date), performance of the Purchase Contracts and for
all other purposes whatsoever, whether or not any payments in respect thereof be
overdue and notwithstanding any notice to the contrary, and neither the Company,
the Purchase Contract Agent nor any such agent shall be affected by notice to
the contrary.

      The Purchase Contracts shall not, prior to the settlement thereof, entitle
the Holder to any of the rights of a holder of shares of Common Stock.

      A copy of the Purchase Contract Agreement is available for inspection at
the offices of the Purchase Contract Agent.

                                  ABBREVIATIONS

      The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM:                         as tenants in common

UNIF GIFT MIN ACT:               ___________________ Custodian _________________
                                       (cust)                       (minor)

                                 Under Uniform Gifts to Minors Act of __________

                                 _______________________________________________

TENANT:                          as tenants by the entireties

JT TEN:                          as joint tenants with right of survivorship and
                                 not as tenants in common

Additional abbreviations may also be used though not in the above list.

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

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


                                      C-12
<PAGE>
________________________________________________________________________________
 (Please insert Social Security or Taxpayer I.D. or other Identifying Number of
                                   Assignee)

________________________________________________________________________________
  (Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Treasury Units Certificates and all rights thereunder, hereby
irrevocably constituting and appointing ____________________ attorney to
transfer said Treasury Units Certificates on the books of The Chubb Corporation,
with full power of substitution in the premises.

Dated:
      _______________________    _______________________________________________
                                 Signature

                                 NOTICE: The signature to this assignment must
                                 correspond with the name as it appears upon the
                                 face of the within Treasury Units Certificates
                                 in every particular, without alteration or
                                 enlargement or any change whatsoever.

   Signature Guarantee:
                       ________________________________________________


                                      C-13
<PAGE>

                             SETTLEMENT INSTRUCTIONS

      The undersigned Holder directs that a certificate for shares of Common
Stock deliverable upon settlement on or after the Purchase Contract Settlement
Date of the Purchase Contracts represented by the number of Treasury Units
evidenced by this Treasury Units Certificate be registered in the name of, and
delivered, together with a check in payment for any fractional share, to the
undersigned at the address indicated below unless a different name and address
have been indicated below. If shares are to be registered in the name of a
Person other than the undersigned, the undersigned will pay any transfer tax
payable incident thereto.


Dated:---------------------------------  ---------------------------------------
                                         Signature
                                         Signature Guarantee: ------------------
                                         (if assigned to another person)

If shares are to be registered in the
name of and delivered to a Person other  REGISTERED HOLDER
than the Holder, please (i) print such
Person's name and address and (ii)       Please print name and address of
provide a guarantee of your signature:   Registered Holder:

---------------------------------------  ---------------------------------------
Name                                     Name


---------------------------------------  ---------------------------------------
Address                                  Address


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


Social Security or other
Taxpayer Identification
Number, if any                           ---------------------------------------


                                      C-14
<PAGE>




              ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT


      The undersigned Holder of this Treasury Units Certificate hereby
irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early
Settlement upon a Cash Merger] in accordance with the terms of the Purchase
Contract Agreement with respect to the Purchase Contracts represented by the
number of Treasury Units evidenced by this Treasury Units Certificate specified
below. The option to effect [Early Settlement] [Cash Merger Early Settlement]
may be exercised only with respect to Purchase Contracts represented by Treasury
Units with an aggregate Stated Amount equal to $1,000 or an integral multiple
thereof. The undersigned Holder directs that a certificate for shares of Common
Stock or other securities deliverable upon such [Early Settlement] [Cash Merger
Early Settlement] be registered in the name of, and delivered, together with a
check in payment for any fractional share and any Treasury Units Certificate
representing any Treasury Units evidenced hereby as to which Cash Merger Early
Settlement of the related Purchase Contracts is not effected, to the undersigned
at the address indicated below unless a different name and address have been
indicated below. Pledged Treasury Securities deliverable upon such [Early
Settlement] [Cash Merger Early Settlement] will be transferred in accordance
with the transfer instructions set forth below. If shares are to be registered
in the name of a Person other than the undersigned, the undersigned will pay any
transfer tax payable incident thereto.

Dated:
       --------------------------       ----------------------------------------
                                        Signature


Signature Guarantee:
                     -------------------
                                      C-15
<PAGE>


         Number of Units evidenced hereby as to which [Early Settlement] [Cash
Merger Early Settlement] of the related Purchase Contracts is being elected:



If shares of Common Stock or Treasury    REGISTERED HOLDER
Units Certificates are to be registered
in the name of and delivered to and
Pledged Treasury Securities are to be
transferred to a Person other than the
Holder, please print such Person's name
and address:
                                         Please print name and address of
                                         Registered Holder:

---------------------------------------  ---------------------------------------
Name                                     Name


---------------------------------------  ---------------------------------------
Address                                  Address


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


Social Security or other
Taxpayer Identification

Number, if any                           ---------------------------------------

                                      C-16
<PAGE>





Transfer Instructions for Pledged Treasury Securities Transferable upon [Early
Settlement] [Cash Merger Early Settlement] or a Termination Event:

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

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

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


                                      C-17
<PAGE>


                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

The following increases or decreases in this Global Certificate have been made:
<TABLE>
<CAPTION>

                                                                        Number of Treasury
                          Amount of increase     Amount of decrease     Units evidenced by
                             in Number of           in Number of            this Global             Signature of
                          Treasury Units         Treasury Units           Certificate           authorized signatory
                           evidenced by the       evidenced by the        following such        of Purchase Contract
Date                     Global Certificate      Global Certificate    decrease or increase             Agent
<S>                      <C>                     <C>                   <C>                      <C>
















</TABLE>

                                      C-18
<PAGE>

                                                                       EXHIBIT D


                     INSTRUCTION TO PURCHASE CONTRACT AGENT

Bank One Trust Company, N.A.
The Purchase Contract Agent
153 West 51st Street
New York, New York 10019

Fax: (212) 373-1383
Attention: Corporate Trust Administration

      Re: [_______ Corporate Units] [_______ Treasury Units (maturing on
[June][August] 15, 2006) of The Chubb Corporation, a New Jersey corporation (the
"COMPANY").

      The undersigned Holder hereby notifies you that it has delivered to BNY
Midwest Trust Company, as Securities Intermediary, for credit to the Collateral
Account, $______ aggregate principal amount of [Senior Notes] [Treasury
Securities] in exchange for the [Pledged Senior Notes] [Pledged Treasury
Securities] held in the Collateral Account, in accordance with the Pledge
Agreement, dated as of June [ ], 2003 (the "PLEDGE AGREEMENT"; unless otherwise
defined herein, terms defined in the Pledge Agreement are used herein as defined
therein), between you, the Company, the Collateral Agent, the Custodial Agent
and the Securities Intermediary. The undersigned Holder has paid all applicable
fees and expenses relating to such exchange. The undersigned Holder hereby
instructs you to instruct the Collateral Agent to release to you on behalf of
the undersigned Holder the [Pledged Senior Notes] [Pledged Treasury Securities]
related to such [Corporate Units] [Treasury Units (maturing on [June][August]
15, 2006) ].

Date:
     ___________________                  ______________________________________

                                          Signature

                                          Signature Guarantee:__________________





                                      D-1
<PAGE>



Please print name and address of Registered Holder:



---------------------------------           ------------------------------------
Name                                        Social Security or other Taxpayer
                                            Identification Number, if any



Address


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





                                      D-2
<PAGE>




                                                                       EXHIBIT E

                       NOTICE FROM PURCHASE CONTRACT AGENT
                                   TO HOLDERS

         (Transfer of Collateral upon Occurrence of a Termination Event)


[HOLDER]

____________________________________________


____________________________________________


Attention:
Telecopy: __________

      Re: [__________ Corporate Units] [______ Treasury Units (maturing on
          [July][August] 15, 2006)] of The Chubb Corporation, a New Jersey
          corporation (the "COMPANY")

      Please refer to the Purchase Contract Agreement, dated as of June [ ],
2003 (the "PURCHASE CONTRACT AGREEMENT"; unless otherwise defined herein, terms
defined in the Purchase Contract Agreement are used herein as defined therein),
between the Company and the undersigned, as Purchase Contract Agent and as
attorney-in-fact for the holders of Corporate Units and [Applicable Ownership
Interests (as specified in clause (i) of the definition of such term) and]
Treasury Units from time to time.

      We hereby notify you that a Termination Event has occurred and that [the
Senior Notes] [Applicable Ownership Interests (as specified in clause (i) of the
definition of such term) in the Treasury Portfolio] [the Treasury Securities]
compromising a portion of your ownership interest in _____ [Corporate Units]
[Treasury Units] have been released and are being held by us for your account
pending receipt of transfer instructions with respect to such [Senior
Notes][Treasury Securities] (the "RELEASED SECURITIES").


      Pursuant to Section 3.15 of the Purchase Contract Agreement, we hereby
request written transfer instructions with respect to the Released Securities.
Upon receipt of your instructions and upon transfer to us of your [Corporate
Units][Treasury Units] effected through book-entry or by delivery to us of your
[Corporate Units Certificate][Treasury Units Certificate], we shall transfer the
Released Securities by book-entry transfer or other appropriate procedures, in
accordance with your instructions. In the event you fail to effect such transfer
or delivery, the Released Securities and any distributions thereon, shall be
held in our name, or a nominee in trust for your benefit, until such time as
such [Corporate Units][Treasury Units] are transferred or your [Corporate Units
Certificate] [Treasury Units Certificate] is surrendered or satisfactory
evidence



                                      E-1
<PAGE>

is provided that such [Corporate Units Certificate][Treasury Units Certificate]
has been destroyed, lost or stolen, together with any indemnification that we or
the Company may require.

Date:                                       By: BANK ONE TRUST COMPANY, N.A.,
                                                  as the Purchase Contract Agent


                                            ____________________________________
                                            Name:
                                            Title:  Authorized Signatory



                                      E-2
<PAGE>




                                                                       EXHIBIT F

                            NOTICE TO SETTLE BY CASH

Bank One Trust Company, N.A.
The Purchase Contract Agent
153 West 51st Street
New York, New York 10019

Fax: (212) 373-1383
Attention: Corporate Trust Administration

                  Re:   [_______ Corporate Units] [Treasury Units (maturing
                        [July][August] 15, 2006)] of The Chubb Corporation, a
                        New Jersey corporation (the "COMPANY")

      The undersigned Holder hereby irrevocably notifies you in accordance with
Section 5.02 of the Purchase Contract Agreement, dated as of June [ ], 2003 (the
"PURCHASE CONTRACT AGREEMENT"; unless otherwise defined herein, terms defined in
the Purchase Contract Agreement are used herein as defined therein), between the
Company and you, as Purchase Contract Agent and as Attorney-in-Fact for the
Holders of the Purchase Contracts, that such Holder has elected to pay to the
Securities Intermediary for deposit in the Collateral Account, prior to or on
11:00 a.m. (New York City time) on the fourth Business Day immediately preceding
the Purchase Contract Settlement Date (in lawful money of the United States by
certified or cashiers' check or wire transfer, in immediately available funds),
$______ as the Stated Amount for the shares of Common Stock issuable to such
Holder by the Company with respect to _____ Purchase Contracts on the Purchase
Contract Settlement Date. The undersigned Holder hereby instructs you to notify
promptly the Collateral Agent of the undersigned Holders' election to make such
Cash Settlement with respect to the Purchase Contracts related to such Holder's
[Corporate Units] [Treasury Units (maturing [July][August] 15, 2006)].

Date:
       ________________________             ____________________________________
                                            Signature


                                            Signature Guarantee:
                                                                ________________


Please print name and address of Registered Holder:



                                      F-1
<PAGE>





                                                                       EXHIBIT G

                       NOTICE FROM PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT

              (Settlement of Purchase Contract through Remarketing)

BNY Midwest Trust Company
The Collateral Agent
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602
Attention: Corporate Finance
Fax: (312) 827-8542

                  Re:   __________ Corporate Units of The Chubb Corporation, a
                        New Jersey corporation (the "COMPANY")

      Please refer to the Purchase Contract Agreement, dated as of June [ ],
2003 (the "PURCHASE CONTRACT AGREEMENT"; unless otherwise defined herein, terms
defined in the Purchase Contract Agreement are used herein as defined therein),
between the Company and the undersigned, as Purchase Contract Agent and as
attorney-in-fact for the Holders of Corporate Units from time to time.

      In accordance with Section 5.02 of the Purchase Contract Agreement and,
based on notices of [Early Settlements][Cash Settlements] received from Holders
of Corporate Units as of 5:00 p.m. (New York City time), on the fifth Business
Day immediately preceding the ______ Remarketing Date, we hereby notify you that
an aggregate principal amount of $______ Senior Notes are to be tendered for
purchase in the Remarketing.

Date:                                    By: BANK ONE TRUST COMPANY, N.A.,
                                                as the Purchase Contract Agent


                                         Name: ______________________
                                         Title:  Authorized Signatory


                                      G-1
<PAGE>
                                                                       EXHIBIT H


Citigroup Global Markets Inc.
388 Greenwich Street,
New York, NY 10013

Goldman Sachs & Co.
85 Broad Street
New York, NY 10004

Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center, North Tower
New York, NY 10080

Bank One Trust Company, N.A.
153 West 51st Street
New York, NY 10019


Ladies and Gentlemen:

      This Agreement is dated [Insert Date] (the "AGREEMENT") by and between The
Chubb Corporation, a New Jersey corporation (the "COMPANY"), Citigroup Global
Markets Inc. ("CITIGROUP"), Goldman, Sachs & Co. ("GOLDMAN SACHS"), Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("MERRILL LYNCH") and Bank One Trust
Company, N.A., a national banking association, not individually but solely as
Purchase Contract Agent (the "PURCHASE CONTRACT AGENT") and as attorney-in-fact
of the holders of Purchase Contracts (as defined in the Purchase Contract
Agreement referred to below).

      Section 1.  Definitions.

      (a) Capitalized terms used and not defined in this Agreement shall have
the meanings set forth in the Purchase Contract Agreement, dated as of June __,
2003, between the Company and Bank One Trust Company, N.A., as Purchase Contract
Agent, as amended from time to time (the "PURCHASE CONTRACT AGREEMENT").

      (b)   As used in this Agreement, the following terms have the following
meanings:

      "PRELIMINARY PROSPECTUS" means any preliminary prospectus relating to the
Remarketed Senior Notes included in the Registration Statement, including the
documents incorporated by reference therein as of the date of such Preliminary
Prospectus; and any reference to any amendment or supplement to such Preliminary
Prospectus shall be deemed to refer to and include any documents filed after the
date of such Preliminary Prospectus, under the Exchange Act, and incorporated by
reference in such Preliminary Prospectus.

      "PROSPECTUS" means the prospectus relating to the Remarketed Senior Notes,
in the form in which first filed, or transmitted for filing, with the Commission
after the effective date of the Registration Statement pursuant to Rule 424(b),
including the documents incorporated by reference therein as of the date of such
Prospectus; and any reference to any amendment or supplement to such Prospectus
shall be deemed to refer to and include any documents filed after


                                      H-1
<PAGE>
the date of such Prospectus, under the Exchange Act, and incorporated by
reference in such Prospectus.

      "REGISTRATION STATEMENT" means a registration statement under the
Securities Act of 1933, as amended (the "SECURITIES ACT") prepared by the
Company covering, inter alia, the Remarketing of the Remarketed Senior Notes
pursuant to Section 5(a) hereunder, including all exhibits thereto and the
documents incorporated by reference in the prospectus contained in such
registration statement, and any post-effective amendments thereto.

      "REMARKETED SENIOR NOTES" means the Pledged Senior Notes and the Separate
Senior Notes, if any, subject to Remarketing as identified to the Remarketing
Agent by the Purchase Contract Agent and the Custodial Agent, respectively,
after 11:00 a.m., New York City time, on the Business Day immediately preceding
the applicable Remarketing Date, and shall include: (a) (i) in the case of the
Initial Remarketing, the Second Remarketing and the Third Remarketing, the
Pledged Senior Notes and (ii) in the case of the Final Remarketing, the Senior
Notes of the Holders of Corporate Units who have not notified the Purchase
Contract Agent prior to 5:00 p.m. on the fifth Business Day immediately
preceding the Purchase Contract Settlement Date of their intention to effect a
Cash Settlement of the related Purchase Contracts pursuant to the terms of the
Purchase Contract Agreement or who have so notified the Purchase Contract Agent
but failed to make the required cash payment on the fourth Business Day
immediately preceding the Purchase Contract Settlement Date pursuant to the
terms of the Purchase Contract Agreement, and (b) the Separate Senior Notes of
the holders of Separate Senior Notes, if any, who have elected to have their
Separate Senior Notes be remarketed in such Remarketing pursuant to the terms of
the Purchase Contract Agreement.

      "REMARKETING" means the remarketing of the Remarketed Senior Notes
pursuant to this Remarketing Agreement.

      "REMARKETING AGENT" means any of Citigroup, Goldman Sachs or Merrill Lynch
appointed as the Remarketing Agent by the Company pursuant to Section 2(a)
hereof.

      "REMARKETING MATERIALS" means the Preliminary Prospectus, the Prospectus
or any other information furnished by the Company to the Remarketing Agent for
distribution to investors in connection with the Remarketing.

      "SENIOR NOTES" means the senior notes due August 16, 2008 of the Company.

      "TRANSACTION DOCUMENTS" means this Agreement, the Purchase Contract
Agreement, the Pledge Agreement and the Indenture, in each case as amended or
supplemented from time to time.

      Section 2.  Appointment and Obligations of the Remarketing Agent.

      (a) On or before the 20th Business Day prior to the Initial Remarketing
Date (the "APPOINTMENT DATE"), the Company shall send written notice appointing
any of Citigroup, Goldman Sachs or Merrill Lynch as the exclusive Remarketing
Agent, subject to the terms and conditions set forth herein, for the purpose of
(i) Remarketing the Remarketed Senior Notes on behalf of the holders thereof,
(ii) determining, in consultation with the Company, in the manner provided for
herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate
for the Senior Notes, and (iii) performing such other duties as are assigned to
the Remarketing Agent in the Transaction Documents. Each of Citigroup, Goldman
Sachs and Merrill Lynch


                                      H-2
<PAGE>
hereby agree that if the Company chooses to appoint it as the Remarketing Agent,
it shall, subject to the terms and conditions set forth herein, accept such
appointment by the Company as the exclusive Remarketing Agent.

      (b) Unless a Special Event Redemption has occurred prior to such date, on
the third Business Day immediately preceding May 16, 2006 (the "INITIAL
REMARKETING DATE"), the Remarketing Agent shall use its reasonable efforts to
remarket ("INITIAL REMARKETING") the Remarketed Senior Notes, at a price (the
"REMARKETING PRICE"), based on the Reset Rate, equal to approximately (but not
less than) 100.50% of the sum of the Treasury Portfolio Purchase Price and the
Separate Senior Notes Purchase Price.

      (c) In the case of a Failed Initial Remarketing and unless a Special Event
Redemption has occurred prior to such date, on the third Business Day
immediately preceding June 16, 2006 (the "SECOND REMARKETING DATE"), the
Remarketing Agent shall use its reasonable efforts to remarket (the "SECOND
REMARKETING") the Remarketed Senior Notes at the Remarketing Price. In the case
of a Failed Second Remarketing and unless a Special Event Redemption has
occurred prior to such date, on the third Business Day immediately preceding
July 16, 2006 (the "THIRD REMARKETING DATE"), the Remarketing Agent shall use
its reasonable efforts to remarket (the "THIRD REMARKETING") the Remarketed
Senior Notes at the Remarketing Price. In the case of a Failed Third Remarketing
and unless a Special Event Redemption has occurred prior to such date, on the
third Business Day immediately preceding the Purchase Contract Settlement Date
(the "FINAL REMARKETING DATE"), the Remarketing Agent shall use its reasonable
efforts to remarket (the "FINAL REMARKETING") the Remarketed Senior Notes at a
price (the "FINAL REMARKETING PRICE"), based on the Reset Rate, equal to
approximately 100.50% (or, if the Remarketing Agent is unable to remarket the
Remarketed Senior Notes at such rate, at a rate below 100.50%, but in no event
less than 100%, net of the Remarketing Fee) of the aggregate principal amount of
the Remarketed Senior Notes being remarketed in such Final Remarketing. It is
understood and agreed that the Remarketing on any Remarketing Date, other than
the Final Remarketing Date, will be considered successful and no further
attempts will be made if the resulting proceeds are at least 100.25% (net of the
Remarketing Fee) of the sum of the Treasury Portfolio Purchase Price and the
Separate Senior Notes Purchase Price. It is further understood and agreed that
the Final Remarketing will be considered successful if the resulting proceeds
are at least 100% (net of the Remarketing Fee) of the aggregate principal amount
of the Remarketed Senior Notes.

      (d) In connection with each Remarketing, the Remarketing Agent shall
determine, in consultation with the Company, the rate per annum, rounded to the
nearest one-thousandth (0.001) of one percent per annum, that the Senior Notes
should bear (the "RESET RATE") in order for the Remarketed Senior Notes to have
an aggregate market value equal to the Remarketing Price or the Final
Remarketing Price, as the case may be, and that in the sole reasonable
discretion of the Remarketing Agent will enable it to remarket all of the
Remarketed Senior Notes at the Remarketing Price or Final Remarketing Price, as
the case may be, in such Remarketing, provided that such rate shall not exceed
the maximum interest rate permitted by law.

      (e) In the event of a Failed Remarketing or if no Senior Notes are
included in Corporate Units, and if none of the holders of the Separate Senior
Notes elect to have Senior


                                      H-3
<PAGE>
Notes be remarketed in such Remarketing, the applicable interest rate on the
Senior Notes will not be reset and will continue to be the Coupon Rate set forth
in the Indenture, as supplemented from time to time.

      (f) If, by 4:00 p.m. (New York City time) on the applicable Remarketing
Date, the Remarketing Agent is unable to remarket all of the Remarketed Senior
Notes at the Remarketing Price or the Final Remarketing Price, as the case may
be, pursuant to the terms and conditions hereof, a Failed Remarketing shall be
deemed to have occurred, and the Remarketing Agent shall advise, by telephone
the Depositary, the Purchase Contract Agent and the Company, and return the
Remarketed Senior Notes to the Collateral Agent or the Custodial Agent, as the
case may be. Whether or not there has been a Failed Remarketing will be
determined in the sole reasonable discretion of the Remarketing Agent.

      (g) In the event of a Successful Remarketing, by approximately 4:30 p.m.
(New York City time) on the applicable Remarketing Date, the Remarketing Agent
shall advise, by telephone:

            (1) the Depositary, the Purchase Contract Agent and the Company of
      the Reset Rate determined by the Remarketing Agent in such Remarketing and
      the number of Remarketed Senior Notes sold in such Remarketing;

            (2) each purchaser (or the Depositary Participant thereof) of
      Remarketed Senior Notes of the Reset Rate and the number of Remarketed
      Senior Notes such purchaser is to purchase; and

            (3) each such purchaser to give instructions to its Depositary
      Participant to pay the purchase price on the third business day
      immediately following the date of such Successful Remarketing in same day
      funds against delivery of the Remarketed Senior Notes purchased through
      the facilities of the Depositary.

      The Remarketing Agent shall also, if required by the Securities Act or the
rules and regulations promulgated thereunder, deliver to each purchaser a
Prospectus in connection with the Remarketing.

      (h) After deducting any fees specified in Section 4 below, the proceeds
from a Successful Remarketing (i) with respect to the Senior Notes that are
components of the Corporate Units, shall be paid to the Collateral Agent in
accordance with Sections 5.07 and 7.03 of the Pledge Agreement, as the case may
be, and Section 5.02 of the Purchase Contract Agreement and (ii) with respect to
the Separate Senior Notes, shall be paid to the Custodial Agent for payment to
the holders of such Separate Senior Notes in accordance with Section 5.02 of the
Purchase Contract Agreement and Section 7.03 of the Pledge Agreement.

      (i) The right of each holder of Separate Senior Notes or Corporate Units
to have Remarketed Senior Notes remarketed and sold on any Remarketing Date
shall be subject to the conditions that (i) the Remarketing Agent conducts an
(A) Initial Remarketing, (B) a Second Remarketing in the event of a Failed
Initial Remarketing, (C) a Third Remarketing in the event of a Failed Second
Remarketing and (D) a Final Remarketing in the event of a Failed Third
Remarketing, each pursuant to the terms of this Agreement, (ii) a Special Event
Redemption has not occurred prior to such Remarketing Date, (iii) the
Remarketing Agent is able to find a


                                      H-4
<PAGE>
purchaser or purchasers for Remarketed Senior Notes at the Remarketing Price or
the Final Remarketing Price, as the case may be, based on the Reset Rate, and
(iv) such purchaser or purchasers deliver the purchase price therefor to the
Remarketing Agent as and when required.

      (j) It is understood and agreed that the Remarketing Agent shall not have
any obligation whatsoever to purchase any Remarketed Senior Notes, whether in
the Remarketing or otherwise, and shall in no way be obligated to provide funds
to make payment upon tender of Remarketed Senior Notes for Remarketing or to
otherwise expend or risk its own funds or incur or to be exposed to financial
liability in the performance of its duties under this Agreement, and without
limitation of the foregoing, the Remarketing Agent shall not be deemed an
underwriter of the Remarketed Senior Notes. Neither the Company nor the
Remarketing Agent shall be obligated in any case to provide funds to make
payment upon tender of the Remarketed Senior Notes for Remarketing.

      Section 3.  Representations and Warranties of the Company.

      The Company represents and warrants (i) on and as of the date any
Remarketing Materials are first distributed in connection with the Remarketing
(the "COMMENCEMENT DATE"), (ii) on and as of the applicable Remarketing Date and
(iii) on and as of the settlement date relating to such Remarketing Date, that:

      (a) Each of the representations and warranties of the Company as set forth
in Sections 1(a) through 1(aa) of the Underwriting Agreement dated June __, 2003
(the "UNDERWRITING AGREEMENT") among the Company and the Underwriters identified
in Schedule II thereto, is true and correct as if made on each of the dates
specified above; provided that for purposes of this Section 3(a), any reference
in such sections of the Underwriting Agreement to (i) the "Registration
Statement", the "Prospectus" or the "Preliminary Prospectus" shall be deemed to
refer to such terms as defined herein and (ii) the "Closing Date" shall be
deemed to refer to the applicable Remarketing Date.

      (b) The Registration Statement, if any, in the form heretofore delivered
or to be delivered to the Remarketing Agent, has been declared effective by the
Commission in such form; and no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceeding for that purpose has
been initiated or threatened by the Commission.

      (c) The documents incorporated by reference in the Prospectus, when they
were filed with the Commission, conformed in all material respects to the
requirements of the Exchange Act and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; and any further documents so filed and
incorporated by reference in the Prospectus or any further amendment or
supplement thereto, when such documents are filed with the Commission, will
conform in all material respects to the requirements of the Exchange Act and the
rules and regulations of the Commission thereunder, and will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, however,
that this representation and


                                      H-5
<PAGE>
warranty shall not apply to any statements or omissions made in reliance upon
and in conformity with information relating to the Remarketing Agent furnished
in writing to the Company by the Remarketing Agent or its counsel expressly for
use in the Prospectus.

      (d) The Registration Statement, if any, conforms (and the Prospectus, if
any, and any further amendments or supplements to the Registration Statement or
the Prospectus, when they become effective or are filed with the Commission, as
the case may be, will conform) in all material respects to the requirements of
the Securities Act and the rules and regulations promulgated thereunder, and the
Registration Statement and the Remarketing Materials (and any amendment or
supplement thereto) as of their respective effective or filing dates and as of
the Commencement Date, applicable Remarketing Date and Purchase Contract
Settlement Date do not and will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; provided that no representation
and warranty is made as to any statement of eligibility on Form T-1 filed or
incorporated by reference as part of the Registration Statement, the Prospectus
or the Remarketing Materials, or as to information relating to the Remarketing
Agent contained in or omitted from the Registration Statement, the Prospectus or
the Remarketing Materials in reliance upon and in conformity with written
information furnished to the Company by the Remarketing Agent.

      (e)   This Agreement has been duly authorized, executed and delivered
by the Company.

      Section 4.  Fees.

      (a) In the event of a Successful Remarketing of the Remarketed Senior
Notes prior to the Final Remarketing Date, the Remarketing Agent may retain as a
remarketing fee (the "REMARKETING FEE") an amount not exceeding 25 basis points
(0.25%) of the sum of the Treasury Portfolio Purchase Price and the Separate
Senior Note Purchase Price.

      (b) In the event of a Successful Final Remarketing, the Remarketing Agent
may retain as the Remarketing Fee an amount not exceeding 25 basis points
(0.25%) of the principal amount of the Remarketed Senior Notes.

      Section 5.  Covenants of the Company.

      The Company covenants and agrees as follows:

      (a) If and to the extent the Remarketed Senior Notes are required (in the
view of counsel, which need not be in the form of a written opinion, for either
the Remarketing Agent or the Company) to be registered under the Securities Act
as in effect at the time of the Remarketing,

            (1) to prepare the Registration Statement and the Prospectus, in a
      form approved by the Remarketing Agent, to file any such Prospectus
      pursuant to the Securities Act within the period required by the
      Securities Act and the rules and regulations thereunder and to use
      commercially reasonable efforts to cause the


                                      H-6
<PAGE>
      Registration Statement to be declared effective by the Commission prior to
      the second Business Day immediately preceding the applicable Remarketing
      Date;

            (2) to file promptly with the Commission any amendment to the
      Registration Statement or the Prospectus or any supplement to the
      Prospectus that may, in the reasonable judgment of the Company or the
      Remarketing Agent, be required by the Securities Act or requested by the
      Commission;

            (3) to advise the Remarketing Agent, promptly after it receives
      notice thereof, of the time when any amendment to the Registration
      Statement has been filed or becomes effective or any supplement to the
      Prospectus or any amended Prospectus has been filed and to furnish the
      Remarketing Agent with copies thereof;

            (4) to file promptly all reports and any definitive proxy or
      information statements required to be filed by the Company with the
      Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
      Act subsequent to the date of the Prospectus and for so long as the
      delivery of a Prospectus is required in connection with the offering or
      sale of the Remarketed Senior Notes;

            (5) to advise the Remarketing Agent, promptly after it receives
      notice thereof, of the issuance by the Commission of any stop order or of
      any order preventing or suspending the use of the Prospectus, of the
      suspension of the qualification of any of the Remarketed Senior Notes for
      offering or sale in any jurisdiction, of the initiation or threatening of
      any proceeding for any such purpose, or of any request by the Commission
      for the amending or supplementing of the Registration Statement or the
      Prospectus or for additional information, and, in the event of the
      issuance of any stop order or of any order preventing or suspending the
      use of any Prospectus or suspending any such qualification, to use
      promptly its best efforts to obtain its withdrawal;

            (6) to furnish promptly to the Remarketing Agent such copies of the
      following documents as the Remarketing Agent shall reasonably request: (A)
      conformed copies of the Registration Statement as originally filed with
      the Commission and each amendment thereto (in each case excluding
      exhibits); (B) the Preliminary Prospectus and any amended or supplemented
      Preliminary Prospectus, (C) the Prospectus and any amended or supplemented
      Prospectus; and (D) any document incorporated by reference in the
      Prospectus (excluding exhibits thereto); and, if at any time when delivery
      of a prospectus is required in connection with the Remarketing, any event
      shall have occurred as a result of which the Prospectus as then amended or
      supplemented would include any untrue statement of a material fact or omit
      to state any material fact necessary in order to make the statements
      therein, in the light of the circumstances under which they were made when
      such Prospectus is delivered, not misleading, or if for any other reason
      it shall be necessary during such same period to amend or supplement the
      Prospectus or to file under the Exchange Act any document incorporated by
      reference in the Prospectus in order to comply with the Securities Act or
      the Exchange Act, to notify the Remarketing Agent and, upon its request,
      to file such document and to prepare and furnish without charge to the
      Remarketing Agent and to any dealer in securities as many copies as the
      Remarketing Agent may from time to time reasonably request of an amended
      or supplemented Prospectus that will correct such statement or omission or
      effect such compliance;


                                      H-7
<PAGE>
            (7) prior to filing with the Commission (A) any amendment to the
      Registration Statement or supplement to the Prospectus or (B) any
      Prospectus pursuant to Rule 424 under the Securities Act, to furnish a
      copy thereof to the Remarketing Agent and counsel to the Remarketing
      Agent; and not to file any such amendment or supplement that shall be
      reasonably disapproved by the Remarketing Agent promptly after reasonable
      notice;

            (8) as soon as practicable, but in any event not later than eighteen
      months, after the effective date of the Registration Statement, to make
      "generally available to its security holders" an "earnings statement" of
      the Company and its subsidiaries complying with (which need not be
      audited) Section 11(a) of the Securities Act and the rules and regulations
      thereunder (including, at the option of the Company, Rule 158 under the
      Securities Act). The terms "GENERALLY AVAILABLE TO ITS SECURITY HOLDERS"
      and "EARNINGS STATEMENT" shall have the meanings set forth in Rule 158
      under the Securities Act; and

            (9) to take such action as the Remarketing Agent may reasonably
      request in order to qualify the Remarketed Senior Notes for offer and sale
      under the securities or "blue sky" laws of such jurisdictions as the
      Remarketing Agent may reasonably request; provided that in no event shall
      the Company be required to qualify as a foreign corporation or to file a
      general consent to service of process in any jurisdiction.

      (b) To pay: (1) the costs incident to the preparation and printing of the
Registration Statement, if any, any Prospectus and any other Remarketing
Materials and any amendments or supplements thereto; (2) the costs of
distributing the Registration Statement, if any, any Prospectus and any other
Remarketing Materials and any amendments or supplements thereto; (3) any fees
and expenses of qualifying the Remarketed Senior Notes under the securities laws
of the several jurisdictions as provided in Section 5(a)(9) and of preparing,
printing and distributing a Blue Sky Memorandum, if any (including any related
fees and expenses of counsel to the Remarketing Agent); (4) all other costs and
expenses incident to the performance of the obligations of the Company hereunder
and the Remarketing Agent hereunder; and (5) the reasonable fees and expenses of
counsel to the Remarketing Agent in connection with their duties hereunder.

      (c) To furnish the Remarketing Agent with such information and documents
as the Remarketing Agent may reasonably request in connection with the
transactions contemplated hereby, and to make reasonably available to the
Remarketing Agent and any accountant, attorney or other advisor retained by the
Remarketing Agent such information that parties would customarily require in
connection with a due diligence investigation conducted in accordance with
applicable securities laws and to cause the Company's officers, directors,
employees and accountants to participate in all such discussions and to supply
all such information reasonably requested by any such Person in connection with
such investigation.

      Section 6.  Conditions to the Remarketing Agent's Obligations.

      The obligations of the Remarketing Agent hereunder shall be subject to the
following conditions:

      (a) The Prospectus, if any, shall have been timely filed with the
Commission; no stop order suspending the effectiveness of the Registration
Statement, if any, or any part thereof shall


                                      H-8
<PAGE>
have been issued and no proceeding for that purpose shall have been initiated or
threatened by the Commission; and any request of the Commission for inclusion of
additional information in the Registration Statement or the Prospectus or
otherwise shall have been complied with.

      (b) (1) Trading generally shall not have been suspended or materially
limited on the New York Stock Exchange, (2) trading of any securities of the
Company shall not have been materially suspended or limited on the New York
Stock Exchange, (3) a general moratorium on commercial banking activities in New
York shall not have been declared by either Federal or New York State
authorities, or (4) there shall not have occurred a material adverse change in
the financial markets, any outbreak or escalation of hostilities involving the
United States or the declaration by the United States of a national emergency or
war or other calamity or crisis, if the effect of any such event specified in
this clause (4) in the judgment of the Remarketing Agent makes it impracticable
or inadvisable to proceed with the Remarketing or the delivery of the Remarketed
Senior Notes on the terms and in the manner contemplated in the Transaction
Documents.

      (c) The representations and warranties of the Company contained herein
shall be true and correct in all material respects on and as of the applicable
Remarketing Date, and the Company, the Purchase Contract Agent and the
Collateral Agent shall have performed in all material respects all covenants and
agreements contained herein or in the Purchase Contract Agreement or Pledge
Agreement to be performed on their part at or prior to such Remarketing Date.

      (d) The Company shall have furnished to the Remarketing Agent a
certificate, dated the applicable Remarketing Date, of the Chief Executive
Officer and the Treasurer satisfactory to the Remarketing Agent stating that:
(1) no order suspending the effectiveness of the Registration Statement, if any,
or prohibiting the sale of the Remarketed Senior Notes is in effect, and no
proceedings for such purpose are pending before or, to the knowledge of such
officers, threatened by the Commission; (2) the representations and warranties
of the Company in Section 3 are true and correct on and as of the applicable
Remarketing Date and the Company has performed in all material respects all
covenants and agreements contained herein to be performed on its part at or
prior to such Remarketing Date; and (3) the Registration Statement, as of its
effective date, and the Remarketing Materials, as of their respective dates, did
not contain any untrue statement of a material fact and did not omit to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading and the Prospectus did not contain any untrue
statement of material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

      (e) On the applicable Remarketing Date, the Remarketing Agent shall have
received a letter addressed to the Remarketing Agent and dated such date, in
form and substance satisfactory to the Remarketing Agent, of Ernst & Young LLP,
the independent accountants of the Company, containing statements and
information of the type ordinarily included in accountants' "comfort letters"
with respect to certain financial information contained in the Remarketing
Materials, if any.


                                      H-9
<PAGE>
      (f) Each of (1) the General Counsel to the Company, (2) Debevoise &
Plimpton, counsel to the Company and (3) Drinker, Biddle & Reath LLP, New Jersey
counsel to the Company, shall have furnished to the Remarketing Agent its
opinion, addressed to the Remarketing Agent and dated the Remarketing Date, in
form and substance reasonably satisfactory to the applicable Remarketing Agent
addressing such matters as are set forth in such counsel's opinion furnished
pursuant to Sections 6(b), 6(c) and 6(d) of the Underwriting Agreement, adapted
as necessary to relate to the securities being remarketed hereunder and to the
Remarketing Materials, if any, or to any changed circumstances or events
occurring subsequent to the date of this Agreement, such adaptations being
reasonably acceptable to counsel to the Remarketing Agent.

      (g) Davis Polk & Wardwell, counsel for the Remarketing Agent, shall have
furnished to the Remarketing Agent its opinion, addressed to the Remarketing
Agent and dated the applicable Remarketing Date, in form and substance
satisfactory to the Remarketing Agent.

      (h) Subsequent to the execution and delivery of this Agreement and prior
to the applicable Remarketing Date, there shall not have occurred any
downgrading, nor shall any notice have been given of any intended or potential
downgrading or of any review for a possible change that does not indicate an
improvement, in the rating accorded any of the Company's securities by any
"nationally recognized statistical rating organization," as such term is defined
for purposes of Rule 436(g)(2) under the Securities Act.

      Section 7.  Indemnification.

      (a) The Company will indemnify and hold harmless the Remarketing Agent,
its partners, directors and officers and each person, if any, who controls the
Remarketing Agent within the meaning of Section 15 of the Securities Act,
against any losses, claims, damages or liabilities, joint or several, to which
the Remarketing Agent may become subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, the
Prospectus, or any amendments or supplement thereto, or any related Preliminary
Prospectus or preliminary prospectus supplement, or any other Remarketing
Materials, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse the Remarketing Agent
for any legal or other expenses reasonably incurred by the Remarketing Agent in
connection with investigating or defending any such losses, claims, damages,
liabilities or action as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission from any of such
documents in reliance upon and in conformity with written information furnished
to the Company by the Remarketing Agent specifically for use therein.

      (b) The Remarketing Agent will indemnify and hold harmless the Company,
its directors and officers and each person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act, against any losses,
claims, damages or liabilities to which the Company may become subject, under
the Securities Act or otherwise, insofar as such losses,


                                      H-10
<PAGE>
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement, the Prospectus or any amendment or
supplement thereto, or any related Preliminary Prospectus or Preliminary
Prospectus supplement, or any other Remarketing Materials, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the
Company by the Remarketing Agent specifically for use therein, and will
reimburse any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred.

      (c) Promptly after receipt by an indemnified party under this section of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under subsection (a) or (b) above. In the case of parties
indemnified pursuant to subsection (a) above, counsel to the indemnified parties
shall be selected by the Remarketing Agent. An indemnifying party may
participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party. In
no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 7 (whether or
not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

      Section 8.  Contribution.

      (a) If the indemnification provided for in Section 7 is unavailable to or
insufficient to hold harmless an indemnified party under Sections 7(a) or 7(b),
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of the losses, claims, damages or liabilities
referred to in subsection (a) or (b) above (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Remarketing Agent on the other from the offering of the Remarketed
Senior Notes or (ii) if the allocation provided by clause (i) is not permitted
by applicable law, in such proportions as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the


                                      H-11
<PAGE>
relative fault of the Company on the one hand and the Remarketing Agent on the
other in connection with the statements of omissions which resulted in such
losses, claims, damages or liabilities as well as any relevant equitable
considerations. The relative benefits received by the Company on one hand and
the Remarketing Agent on the other hand in connection with the Remarketing shall
be deemed to be in the same proportions as the aggregate principal amount of the
Remarketed Senior Notes less the fee paid to the Remarketing Agent on the one
hand and the fee paid to the Remarketing Agent on the other hand bear to the
aggregate principal amount of the Remarketed Senior Notes. The relative fault
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company on the
one hand or the Remarketing Agent on the other hand and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and the Underwriters agree that it would
not be just and equitable if contribution pursuant to this subsection (a) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this
subsection (a). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (a) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (a), the Remarketing Agent shall not be required
to contribute any amount in excess of the amount by which the fees received by
it under Section 4 exceeds the amount of any damages which the Remarketing Agent
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

      (b) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each officer and director of the
Remarketing Agent and to each person, if any, who controls the Remarketing Agent
within the meaning of the Securities Act; and the obligations of the Remarketing
Agent under this Section 8 shall be in addition to any liability which the
Remarketing Agent may otherwise have and shall extend, upon the same terms and
conditions, to each director of the Company, to each officer of the Company who
signed the Registration Statement and to each person, if any, who controls the
Company within the meaning of the Securities Act.

      (c) The indemnity and contribution provisions contained in Section 7 and
this Section 8 and the representations, warranties and other statements of the
Company contained in this Agreement shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of the Remarketing Agent or any person controlling the
Remarketing Agent, or the Company, its officers or director or any controlling
person of the Company, and the completion of the Remarketing.


                                      H-12
<PAGE>
      Section 9.  Resignation and Removal of the Remarketing Agent.

      Citigroup, Goldman Sachs or Merrill Lynch (the "Remarketing Agent
Candidates") may resign and be discharged from their duties and obligations
hereunder, and the Company may remove any of the Remarketing Agent Candidates,
by giving 30 days' prior written notice, in the case of a resignation, to the
Company and the Depositary and, in the case of a removal, to the removed
Remarketing Agent Candidate and the Depositary; provided, however, that if only
one Remarketing Agent Candidate remains:

      (a)   such Remarketing Agent Candidate may not resign without
reasonable cause; and

      (b) no such resignation nor any such removal shall become effective until
the Company shall have appointed at least one nationally recognized
broker-dealer as successor Remarketing Agent and such successor Remarketing
Agent shall have entered into a remarketing agreement with the Company, in which
it shall have agreed to conduct the Remarketing in accordance with the
Transaction Documents in all material respects.

      In any such case, the Company will use commercially reasonable efforts to
appoint a successor Remarketing Agent and enter into such a remarketing
agreement with such person as soon as reasonably practicable. The provisions of
Section 7 and Section 8 shall survive the resignation or removal of any
Remarketing Agent Candidate pursuant to this Agreement.

      Section 10. Dealing in Securities.

      The Remarketing Agent, when acting as a Remarketing Agent or in its
individual or any other capacity, may, to the extent permitted by law, buy,
sell, hold and deal in any of the Remarketed Senior Notes, Corporate Units,
Treasury Units or any of the securities of the Company (together, the
"SECURITIES"). The Remarketing Agent may exercise any vote or join in any action
which any beneficial owner of such Securities may be entitled to exercise or
take pursuant to the Indenture with like effect as if it did not act in any
capacity hereunder. The Remarketing Agent, in its individual capacity, either as
principal or agent, may also engage in or have an interest in any financial or
other transaction with the Company as freely as if it did not act in any
capacity hereunder.

      Section 11. Remarketing Agent's Performance; Duty of Care.

      The duties and obligations of the Remarketing Agent shall be determined
solely by the express provisions of this Agreement and the Transaction
Documents. No implied covenants or obligations of or against the Remarketing
Agent shall be read into this Agreement or any of the Transaction Documents. In
the absence of bad faith on the part of the Remarketing Agent, the Remarketing
Agent may conclusively rely upon any document furnished to it, as to the truth
of the statements expressed in any of such documents. The Remarketing Agent
shall be protected in acting upon any document or communication reasonably
believed by it to have been signed, presented or made by the proper party or
parties except as otherwise set forth herein. The Remarketing Agent, acting
under this Agreement, shall incur no liability to the Company or to any holder
of Remarketed Senior Notes in its individual capacity or as Remarketing Agent
for any action or failure to act, on its part in connection with a Remarketing
or otherwise, except if such liability is judicially determined to have resulted
from its failure to comply with the material terms of this Agreement or the
gross negligence or willful misconduct on its part. The


                                      H-13
<PAGE>
provisions of this Section 11 shall survive the termination of this Agreement
and shall survive the resignation or removal of any Remarketing Agent pursuant
to this Agreement.

      Section 12. Termination.

      This Agreement shall automatically terminate (i) as to the Remarketing
Agent on the effective date of the resignation or removal of the Remarketing
Agent pursuant to Section 9 and (ii) on the earlier of (x) any Special Event
Redemption Date and (y) the Purchase Contract Settlement Date. If this Agreement
is terminated pursuant to any of the other provisions hereof, except as
otherwise provided herein, the Company shall not be under any liability to the
Remarketing Agent and the Remarketing Agent shall not be under any liability to
the Company, except that if this Agreement is terminated by the Remarketing
Agent because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement, the
Company will reimburse the Remarketing Agent for all of its out-of-pocket
expenses (including the fees and disbursements of its counsel) reasonably
incurred by it. Section 7, Section 8 and Section 11 hereof shall survive the
termination of this Agreement or the resignation or removal of the Remarketing
Agent.

      Section 13. Notices.

      All statements, requests, notices and agreements hereunder shall be in
writing, and:

        (a) if to the Remarketing Agent Candidates, shall be delivered or sent
by mail, telex or facsimile transmission to:

            Citigroup Global Markets Inc.
            388 Greenwich Street,
            New York, NY 10013
            Telecopier No.: [            ]
            Attention: General Counsel

            Goldman Sachs & Co.
            [85 Broad Street]
            [New York, NY 10004]
            Telecopier No.: [            ]
            Attention: [                 ]

            Merrill Lynch, Pierce, Fenner & Smith Incorporated
            [4 World Financial Center, North Tower]
            [New York, NY 10080]
            Telecopier No.: [            ]
            Attention: [                 ]

      (b)   if to the Company, shall be delivered or sent by mail, telex or
facsimile transmission to The Chubb Corporation, 15 Mountain View Road,
Warren, New Jersey 07061-1615, Attention: General Counsel (Telecopier No.:
(908) 903-2003); and


                                      H-14
<PAGE>
      (c)   if to the Purchase Contract Agent, shall be delivered or sent by
mail, telex or facsimile transmission to Bank One Trust Company, N.A. , 153
West 51st Street, New York, New York, 10019, Attention: Corporate Trust
Administration.

      Any such statements, requests, notices or agreements shall take effect at
the time of receipt thereof.

      Section 14. Persons Entitled to Benefit of Agreement.

      This Agreement shall inure to the benefit of and be binding upon each
party hereto and its respective successors. This Agreement and the terms and
provisions hereof are for the sole benefit of only those persons, except that
(x) the representations, warranties, indemnities and agreements of the Company
contained in this Agreement shall also be deemed to be for the benefit of the
Remarketing Agent and the person or persons, if any, who control the Remarketing
Agent within the meaning of Section 15 of the Securities Act and (y) the
indemnity agreement of the Remarketing Agent contained in Section 7(b) of this
Agreement shall be deemed to be for the benefit of the Company's directors and
officers who sign the Registration Statement, if any, and any person controlling
the Company within the meaning of Section 15 of the Securities Act. Nothing
contained in this Agreement is intended or shall be construed to give any
person, other than the persons referred to herein, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision contained
herein.

      Section 15. Survival.

      The respective indemnities, representations, warranties and agreements of
the Company and the Remarketing Agent contained in this Agreement or made by or
on behalf of them, respectively, pursuant to this Agreement, shall survive any
Remarketing and shall remain in full force and effect, regardless of any
investigation made by or on behalf of any of them or any person controlling any
of them.

      Section 16. Governing Law.

      This Agreement shall be governed by, and construed in accordance with, the
laws of New York, without regard to conflicts of laws principles.

      Section 17. Judicial Proceedings.

      (a) Each party hereto expressly accepts and irrevocably submits to the
non-exclusive jurisdiction of the United States Federal or New York State court
sitting in the Borough of Manhattan, The City of New York, New York, over any
suit, action or proceeding arising out of or relating to this Agreement or the
Securities. To the fullest extent it may effectively do so under applicable law,
each party hereto irrevocably waives and agrees not to assert, by way of motion,
as a defense or otherwise, any claim that it is not subject to the jurisdiction
of any such court, any objection that it may now or hereafter have to the laying
of the venue of any such suit, action or proceeding brought in any such court
and any claim that any such suit, action or proceeding brought in any such court
has been brought in an inconvenient forum.

      (b) Each party hereto agrees, to the fullest extent that it may
effectively do so under applicable law, that a judgment in any suit, action or
proceeding of the nature referred to in


                                      H-15
<PAGE>
Section 17(a) brought in any such court shall be conclusive and binding upon
such party, subject to rights of appeal and may be enforced in the courts of the
United States of America or the State of New York (or any other court the
jurisdiction to which the Company is or may be subject) by a suit upon such
judgment.

      Section 18. Counterparts.

      This Agreement may be executed in one or more counterparts and, if
executed in more than one counterpart, the executed counterparts shall each be
deemed to be an original but all such counterparts shall together constitute one
and the same instrument.

      Section 19. Headings.

      The headings herein are inserted for convenience of reference only and are
not intended to be part of, or to affect the meaning or interpretation of, this
Agreement.

      Section 20. Severability.

      If any provision of this Agreement shall be held or deemed to be or shall,
in fact, be invalid, inoperative or unenforceable as applied in any particular
case in any or all jurisdictions because it conflicts with any provisions of any
constitution, statute, rule or public policy or for any other reason, then, to
the extent permitted by law, such circumstances shall not have the effect of
rendering the provision in question invalid, inoperative or unenforceable in any
other case, circumstance or jurisdiction, or of rendering any other provision or
provisions of this Agreement invalid, inoperative or unenforceable to any extent
whatsoever.

      Section 21. Amendments.

      This Agreement may be amended by an instrument in writing signed by the
parties hereto. The Company agrees that it will not enter into, cause or permit
any amendment or modification of the Transaction Documents or any other
instruments or agreements relating to the Senior Notes or the Corporate Units
that would in any way adversely affect the rights, duties or obligations of any
of Citigroup, Goldman Sachs or Merrill Lynch, each as a potential Remarketing
Agent, without the prior written consent of the Remarketing Agent Candidates.

      Section 22. Successors and Assigns.

      The rights and obligations of the Company hereunder may not be assigned or
delegated to any other Person without the prior written consent of the
Remarketing Agent. The rights and obligations of the Remarketing Agent hereunder
may not be assigned or delegated to any other Person (other than an affiliate of
the Remarketing Agent) without the prior written consent of the Company.

      If the foregoing correctly sets forth the agreement by and between the
Company, the Remarketing Agent and the Purchase Contract Agent, please indicate
your acceptance in the space provided for that purpose below.


                                      H-16
<PAGE>
                      [SIGNATURES ON THE FOLLOWING PAGE]


                                      H-17
<PAGE>
                                    Very truly yours,


                                    THE CHUBB CORPORATION


                                    By:
                                       ---------------------------------

                                          John D. Finnegan
                                          Chief Executive Officer





CONFIRMED AND ACCEPTED:



CITIGROUP GLOBAL MARKETS INC.

By:
    --------------------------------------






GOLDMAN, SACHS & CO.

By:
    --------------------------------------






MERRILL LYNCH, PIERCE, FENNER & SMITH
                 INCORPORATED

By:
    --------------------------------------







BANK ONE TRUST COMPANY, N.A.
not individually but solely as Purchase Contract
Agent and as attorney-in-fact for the Holders
of the Purchase Contracts


By:
    --------------------------------------