<PAGE>

                                                                     EXHIBIT 4.2

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

                              THE CHUBB CORPORATION

                                       AND

                          BANK ONE TRUST COMPANY, N.A.

                                     Trustee

                                    Indenture

                           Dated as of June 4, 2003

                          Providing for the Issuance of

                          Subordinated Debt Securities

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

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

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                                TABLE OF CONTENTS

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<S>                    <C>                                                                                  <C>
                                                   ARTICLE 1

                                                  DEFINITIONS

SECTION 1.1.           Certain Terms Defined.............................................................    1

                                                   ARTICLE 2

                                                  SECURITIES

SECTION 2.1.           Forms Generally...................................................................    5

SECTION 2.2.           Form of Trustee's Certificate of Authentication...................................    6

SECTION 2.3.           Amount Unlimited; Issuable in Series..............................................    6

SECTION 2.4.           Authentication and Delivery of Securities.........................................    8

SECTION 2.5.           Execution of Securities...........................................................   10

SECTION 2.6.           Certificate of Authentication.....................................................   10

SECTION 2.7.           Denomination and Date of Securities; Payments of Interest.........................   10

SECTION 2.8.           Registration, Transfer and Exchange...............................................   11

SECTION 2.9.           Mutilated, Defaced, Destroyed, Lost and Stolen Securities.........................   12

SECTION 2.10.          Cancellation of Securities; Destruction Thereof...................................   13

SECTION 2.11.          Temporary Securities..............................................................   14

                                                   ARTICLE 3

                                            COVENANTS OF THE ISSUER

SECTION 3.1.           Payment of Principal and Interest.................................................   14

SECTION 3.2.           Offices for Payments, Etc.........................................................   15

SECTION 3.3.           Appointment to Fill a Vacancy in Office of Trustee................................   15

SECTION 3.4.           Paying Agents.....................................................................   15

SECTION 3.5.           Certificate of the Issuer.........................................................   16

SECTION 3.6.           Corporate Existence...............................................................   16
</TABLE>

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<TABLE>
<S>                    <C>                                                                                  <C>
                                                ARTICLE 4

                      SECURITYHOLDERS' LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

SECTION 4.1.           Securityholders' Lists............................................................   16

SECTION 4.2.           Reports by the Issuer.............................................................   17

SECTION 4.3.           Reports by the Trustee............................................................   17

                                                   ARTICLE 5

                         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

SECTION 5.1.           Event of Default Defined; Acceleration of Maturity;
                       Waiver of Default.................................................................   17

SECTION 5.2.           Collection of Indebtedness by Trustee; Trustee May
                       Prove Debt........................................................................   20

SECTION 5.3.           Application of Proceeds...........................................................   22

SECTION 5.4.           Suits For Enforcement.............................................................   23

SECTION 5.5.           Restoration of Rights on Abandonment of Proceedings...............................   23

SECTION 5.6.           Limitations on Suits by Securityholders...........................................   24

SECTION 5.7.           Unconditional Right of Securityholders to Institute
                       Certain Suits.....................................................................   24

SECTION 5.8.           Powers and Remedies Cumulative; Delay or Omission
                       Not Waiver of Default.............................................................   24

SECTION 5.9.           Control by Securityholders........................................................   25

SECTION 5.10.          Waiver of Past Defaults...........................................................   25

SECTION 5.11.          Trustee to Give Notice of Default, But May Withhold
                       in Certain Circumstances..........................................................   26

SECTION 5.12.          Right of Court to Require Filing of Undertaking to Pay
                       Costs.............................................................................   26

SECTION 5.13.          Waiver of Stay or Extension Laws..................................................   27
</TABLE>

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<TABLE>
<S>                    <C>                                                                                  <C>
                                                   ARTICLE 6

                                            CONCERNING THE TRUSTEE

SECTION 6.1.           Duties and Responsibilities of the Trustee; During
                       Default; Prior to Default.........................................................   27

SECTION 6.2.           Certain Rights of the Trustee.....................................................   29

SECTION 6.3.           Trustee Not Responsible for Recitals, Disposition of
                       Securities or Application of Proceeds Thereof.....................................   30

SECTION 6.4.           Trustee and Agents May Hold Securities; Collections,
                       Etc...............................................................................   30

SECTION 6.5.           Moneys Held by Trustee............................................................   30

SECTION 6.6.           Compensation and Indemnification of Trustee and Its
                       Prior Claim.......................................................................   30

SECTION 6.7.           Right of Trustee to Rely on Officers' Certificate, Etc............................   31

SECTION 6.8.           Persons Eligible for Appointment as Trustee.......................................   31

SECTION 6.9.           Resignation and Removal; Appointment of Successor
                       Trustee...........................................................................   31

SECTION 6.10.          Acceptance of Appointment by Successor Trustee....................................   33

SECTION 6.11.          Merger, Conversion, Consolidation or Succession to
                       Business of Trustee...............................................................   34

                                                   ARTICLE 7

                                        CONCERNING THE SECURITYHOLDERS

SECTION 7.1.           Evidence of Action Taken by Securityholders.......................................   35

SECTION 7.2.           Proof of Execution of Instruments and of Holding of
                       Securities........................................................................   35

SECTION 7.3.           Holders to be Treated as Owners...................................................   35

SECTION 7.4.           Securities Owned by Issuer Deemed Not Outstanding.................................   36

SECTION 7.5.           Right of Revocation of Action Taken...............................................   36
</TABLE>

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<TABLE>
<S>                    <C>                                                                                  <C>
                                                   ARTICLE 8

                                            SUPPLEMENTAL INDENTURES

SECTION 8.1.           Supplemental Indentures Without Consent of Securityholders........................   37

SECTION 8.2.           Supplemental Indentures With Consent of
                       Securityholders...................................................................   38

SECTION 8.3.           Effect of Supplemental Indenture..................................................   40

SECTION 8.4.           Documents to be Given to Trustee..................................................   40

SECTION 8.5.           Notation on Securities In Respect of Supplemental
                       Indentures........................................................................   40

SECTION 8.6.           Subordination Unimpaired..........................................................   40

                                                 ARTICLE 9

                                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1.           Issuer May Consolidate, Etc., on Certain Terms....................................   41

SECTION 9.2.           Successor Corporation Substituted.................................................   41

SECTION 9.3.           Opinion of Counsel to Trustee.....................................................   42

                                                ARTICLE 10

                           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

SECTION 10.1.          Satisfaction and Discharge of Indenture...........................................   42

SECTION 10.2.          Application By Trustee of Funds Deposited for Payment of Securities...............   43

SECTION 10.3.          Repayment of Moneys Held By Paying Agent..........................................   43

SECTION 10.4.          Return of Moneys Held By Trustee and Paying Agent Unclaimed For Three Years.......   43

                                                  ARTICLE 11

                                           MISCELLANEOUS PROVISIONS

SECTION 11.1.          Incorporators, Stockholders, Officers and Directors of
                       Issuer Exempt From Individual Liability...........................................   44
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<S>                    <C>                                                                                  <C>
SECTION 11.2.          Provisions of Indenture for the Sole Benefit of Parties
                       and Securityholders...............................................................   44

SECTION 11.3.          Successors and Assigns of Issuer Bound By Indenture...............................   44

SECTION 11.4.          Notices and Demands on Issuer, Trustee and
                       Securityholders...................................................................   44

SECTION 11.5.          Officers' Certificates and Opinions of Counsel;
                       Statements to be Contained Therein................................................   45

SECTION 11.6.          Payments Due On Saturdays, Sundays and Holidays..................................    46

SECTION 11.7.          Conflict of Any Provision of Indenture With Trust
                       Indenture Act of 1939.............................................................   46

SECTION 11.8.          New York Law to Govern............................................................   46

SECTION 11.9.          Counterparts......................................................................   46

SECTION 11.10.         Effect of Headings................................................................   47

                                                ARTICLE 12

                                 REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 12.1.          Applicability of Article..........................................................   47

SECTION 12.2.          Notice of Redemption; Partial Redemptions.........................................   47

SECTION 12.3.          Payment of Securities Called For Redemption.......................................   49

SECTION 12.4.          Exclusion of Certain Securities From Eligibility For
                       Selection For Redemption..........................................................   49

SECTION 12.5.          Mandatory and Optional Sinking Funds..............................................   49

                                               ARTICLE 13

                                        CONVERSION OF SECURITIES

SECTION 13.1.          Applicability of Article..........................................................   52

SECTION 13.2.          Exercise of Conversion Privilege..................................................   52

SECTION 13.3.          No Fractional Shares..............................................................   54

SECTION 13.4.          Adjustment of Conversion Price....................................................   54

SECTION 13.5.          Notice of Certain Corporate Actions...............................................   58

SECTION 13.6.          Reservation of Shares of Common Stock.............................................   59

SECTION 13.7.          Payment of Certain Taxes Upon Conversion..........................................   59
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<S>                    <C>                                                                                  <C>
SECTION 13.8.          Nonassessability..................................................................   59

SECTION 13.9.          Effect of Consolidation or Merger on Conversion
                       Privilege.........................................................................   59

SECTION 13.10.         Duties of Trustee Regarding Conversion............................................   60

SECTION 13.11.         Repayment of Certain Funds Upon Conversion........................................   61

                                                 ARTICLE 14

                                         SUBORDINATION OF SECURITIES

SECTION 14.1.          Subordination of the Securities...................................................   61

SECTION 14.2.          No Payment on Securities in Event of Default on
                       Senior Indebtedness...............................................................   62

SECTION 14.3.          Distribution on Dissolution, Liquidation and
                       Reorganization of the Issuer......................................................   63

SECTION 14.4.          Payment to Holders of Senior Indebtedness.........................................   63

SECTION 14.5.          Subrogation.......................................................................   64

SECTION 14.6.          Payment on Securities Permitted...................................................   65

SECTION 14.7.          Authorization of Holders to Trustee to Effect
                       Subordination.....................................................................   66

SECTION 14.8.          Trustee as Holder of Senior Indebtedness..........................................   66

SECTION 14.9.          Notices to Trustee................................................................   66

SECTION 14.10.         No Fiduciary Duty by Trustee to Holders of Senior
                       Indebtedness......................................................................   66
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                                       vi

<PAGE>

                  THIS INDENTURE, dated as of June 4, 2003 between The Chubb
Corporation, a New Jersey corporation (the "Issuer"), and Bank One Trust
Company, N.A., a national banking association (the "Trustee")

                              W I T N E S S E T H:

                  WHEREAS, the Issuer has duly authorized the issue from time to
time of its unsecured, subordinated debentures, notes or other evidences of
indebtedness to be issued in one or more series (the "Securities") up to such
principal amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture and to provide, among other things, for the
authentication, delivery and administration thereof, the Issuer has duly
authorized the execution and delivery of this Indenture; and

                  WHEREAS, all things necessary to make this Indenture a valid
indenture and agreement according to its terms have been done;

                  NOW, THEREFORE:

                  In consideration of the premises and the purchases of the
Securities by the holders thereof, the Issuer and the Trustee mutually covenant
and agree for the equal and proportionate benefit of the respective holders from
time to time of the Securities as follows:

                                   ARTICLE 1

                                   DEFINITIONS

                  SECTION 1.1.Certain Terms Defined. The following terms (except
as otherwise expressly provided or unless the context otherwise clearly
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section. All other
terms used in this Indenture that are defined in the Trust Indenture Act of 1939
or the definitions of which in the Securities Act of 1933 are referred to in the
Trust Indenture Act of 1939, including terms defined therein by reference to the
Securities Act of 1933 (the "Securities Act") (except as herein otherwise
expressly provided or unless the context otherwise clearly requires), shall have
the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of this Indenture. All accounting terms
used herein and not expressly defined shall have the meanings assigned to such
terms in accordance with generally accepted accounting principles, and the term
"generally accepted accounting principles" means such accounting principles as
are generally accepted at the time of any computation. The words "herein",
"hereof" and "hereunder" and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or

<PAGE>

other subdivision. The terms defined in this Article have the meanings assigned
to them in this Article and include the plural as well as the singular.

                  "BOARD OF DIRECTORS" means either the Board of Directors of
the Issuer or any committee of such Board duly authorized to act hereunder.

                  "BOARD RESOLUTION" means a copy of one or more resolutions,
certified by the Secretary or an Assistant Secretary of the Issuer to have been
duly adopted or consented to by the Board of Directors and to be in full force
and effect, and delivered to the Trustee.

                  "BUSINESS DAY" means, with respect to any Security, a day that
in Chicago, Illinois or in the city (or in any of the cities, if more than one)
in which amounts are payable, as specified in the form of such Security, is not
a day on which banking institutions are authorized by law or regulation to
close.

                  "CASH TRANSACTION" means any transaction in which full payment
for goods or securities sold is made within seven days after delivery of the
goods or securities in currency or in checks or other orders drawn upon banks or
bankers and payable upon demand.

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

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

                  "CONVERSION PRICE" means the amount of Common Stock issuable
upon conversion of any Securities and, in the case of any specific series of
Securities, may be expressed in terms of either a conversion price or a
conversion rate.

                  "EVENT OF DEFAULT" means any event or condition specified as
such in Section 5.1.

                  "HOLDER", "HOLDER OF SECURITIES", "SECURITYHOLDER" or other
similar terms mean the registered holder of any Security.

                  "INDENTURE" means this instrument as originally executed and
delivered or, if amended or supplemented as herein provided, as so amended or
supplemented or both, and shall include the forms and terms of particular series
of Securities established as contemplated hereunder.

                                       2

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                  "INTEREST" means, when used with respect to non-interest
bearing Securities, interest payable after maturity.

                  "ISSUER" means (except as otherwise provided in Article Six)
The Chubb Corporation, a New Jersey corporation, and, subject to Article Nine,
its successors and assigns.

                  "ISSUER ORDER" means a written statement, request or order of
the Issuer signed in its name by the Chairman, Vice Chairman, the President, any
Vice President or the Treasurer of the Issuer.

                  "OFFICERS' CERTIFICATE" means a certificate signed (i) by the
chairman, the vice chairman, the chief executive officer, the president or any
vice president, and (ii) by the treasurer or any assistant treasurer, or the
secretary or any assistant secretary of the Company, and delivered to the
Trustee. Each such certificate shall comply with Section 314 of the Trust
Indenture Act of 1939 and include the statements provided for in Section 11.5.

                  "OPINION OF COUNSEL" means an opinion in writing signed by
legal counsel who may be an employee of or counsel to the Issuer and who shall
be satisfactory to the Trustee. Each such opinion shall comply with Section 314
of the Trust Indenture Act of 1939 and include the statements provided for in
Section 11.5, if and to the extent required hereby.

                  "ORIGINAL ISSUE DATE" of any Security (or portion thereof)
means the earlier of (a) the date of such Security or (b) the date of any
Security (or portion thereof) for which such Security was issued (directly or
indirectly) on registration of transfer, exchange or substitution.

                  "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security that
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof pursuant to
Section 5.1.

                  "OUTSTANDING", when used with reference to Securities, shall,
subject to the provisions of Section 7.4, mean, as of any particular time, all
Securities authenticated and delivered by the Trustee under this Indenture,
except

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

                  (b)      Securities, or portions thereof, for the payment or
redemption of which moneys in the necessary amount shall have been deposited in
trust with the Trustee or with any paying agent (other than the Issuer) or shall
have been set aside, segregated and held in trust by the Issuer for the holders
of such Securities (if the Issuer shall act as

                                       3

<PAGE>

its own paying agent), provided that if such Securities or portions thereof, are
to be redeemed prior to the maturity thereof, notice of such redemption shall
have been given as herein provided, or provision satisfactory to the Trustee
shall have been made for giving such notice; and

                  (c)      Securities in substitution for which other Securities
shall have been authenticated and delivered, or which shall have been paid,
pursuant to the terms of Section 2.9 (except with respect to any such Security
as to which proof satisfactory to the Trustee is presented that such Security is
held by a person in whose hands such Security is a legal, valid and binding
obligation of the Issuer).

                           In determining whether the holders of the requisite
principal amount of Outstanding Securities of any or all series have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
(i) the principal amount of an Original Issue Discount Security that shall be
deemed to be Outstanding for such purposes shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon
a declaration of acceleration of the maturity thereof pursuant to Section 5.1
and (ii) the principal amount of any Security denominated in a foreign currency
or currencies shall be the U.S. dollar equivalent, determined on the original
issue date of such Security, of the principal amount (or in the case of an
Original Issue Discount Security, the U.S. dollar equivalent on the original
issue date of such Security of the amount determined as provided for in (i)
above) for such Security.

                  "PERIODIC OFFERING" means an offering of Securities of a
series from time to time, the specific terms of which Securities, including
without limitation, the rate or rates of interest, if any, thereon, the stated
maturity or maturities thereof and the redemption provisions, if any, with
respect thereto, are to be determined by the Issuer or its agents upon the
issuance of such Securities pursuant to Section 2.3.

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

                  "PRINCIPAL", whenever used with reference to the Securities,
or any Security or any portion thereof, shall be deemed to include "and premium
if any".

                  "RESPONSIBLE OFFICER", when used with respect to the Trustee
means any officer


                                       4

<PAGE>

assigned to administer corporate matters, or to whom any corporate trust matter
is referred because of his or her  knowledge of and familiarity with the
particular subject.

                  "SECURITY" or "SECURITIES" has the meaning stated in the first
recital of this Indenture, or, as the case may be, Securities that have been
authenticated and delivered under this Indenture.

                  "SELF-LIQUIDATING PAPER" means any draft, bill of exchange
acceptance or obligation which is made, drawn, negotiated or incurred by the
Issuer for the purpose of financing the purchase, processing, manufacture,
shipment, storage or sale of goods, wares or merchandise and which is secured by
documents evidencing title to, possession of, or a lien upon the goods wares or
merchandise or the receivables or proceeds arising from the sale of the goods,
wares or merchandise previously constituting the security, provided the security
is received by the Trustee simultaneously with the creation of the creditor
relationship with the Issuer arising from the making, drawing, negotiating or
incurring of the draft, bill of exchange, acceptance or obligation.

                  "SENIOR INDEBTEDNESS" shall have the meaning given to that
term in Section 14.1.

                  "TRUSTEE" means the Person identified as "Trustee" in the
first paragraph hereof and, subject to the provisions of Article Six, shall also
include any successor trustee.

                  "TRUST INDENTURE ACT OF 1939" means the Trust Indenture Act of
1939, as amended, as in force at the date as of which this Indenture was
originally executed.

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

                  "YIELD TO MATURITY" means the yield to maturity on a series of
securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series, and
calculated in accordance with accepted financial practice.

                                   ARTICLE 2

                                   SECURITIES

                  SECTION 2.1. Forms Generally. The Securities of each series
shall be substantially in such form (not inconsistent with this Indenture) as
shall be established by

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<PAGE>

or pursuant to a Board Resolution (as set forth in the Board Resolution or, to
the extent established pursuant to rather than set forth in the Board
Resolution, an Officers' Certificate detailing such establishment) or in one or
more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have imprinted or otherwise reproduced
thereon such legend or legends, not inconsistent with the provisions of this
Indenture, as may be required to comply with any law or with any rules or
regulations pursuant thereto, or with any rules of any securities exchange or to
conform to general usage, all as may be determined by the officers executing
such Securities, as evidenced by their execution of the Securities.

                           The definitive Securities shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.

                  SECTION 2.2. Form of Trustee's Certificate of Authentication.
The Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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

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

                                                   By __________________________
                                                          Authorized Officer

                  SECTION 2.3. Amount Unlimited; Issuable in Series. The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

                  The Securities may be issued in one or more series. There
shall be established in or pursuant to a Board Resolution and set forth in a
Board Resolution or to the extent established pursuant to (rather than set forth
in) such Board Resolutions in an Officers' Certificate detailing such
establishment, or established in one or more indentures supplemental hereto,
prior to the initial issuance of Securities of any series,

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

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<PAGE>

                           (b)      any limit upon the aggregate principal
amount of the Securities of the series that may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 2.8, 2.9, 2.11, 8.5 or 12.3);

                           (c)      the date or dates on which the principal of
the Securities of the series is payable;

                           (d)      the rate or rates at which the Securities of
the series shall bear interest, if any, or the method by which such rate shall
be determined, the date or dates from which such interest shall accrue, the
interest payment dates on which such interest shall be payable and the record
dates for the determination of Holders to whom interest is payable;

                           (e)      the place or places where the principal of
and any interest on Securities of the series shall be payable (if other than as
provided in Section 3.2);

                           (f)      the price or prices at which, the period or
periods within which and the terms and conditions upon which Securities of the
series may be redeemed, in whole or in part, at the option of the Issuer,
pursuant to any sinking fund or otherwise;

                           (g)      the obligation, if any, of the Issuer to
redeem, purchase or repay Securities of the series pursuant to any mandatory
redemption, sinking fund or analogous provisions or at the option of a Holder
thereof and the price or prices at which and the period or periods within which
and the terms and conditions upon which Securities of the series shall be
redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

                           (h)      if other than as set forth in Article
Thirteen, the terms of any right to convert Securities of the series into shares
of Common Stock of the Issuer or other securities or property;

                           (i)      if other than denominations of $1,000 and
any integral multiple thereof, the denominations in which Securities of the
series shall be issuable;

                           (j)      if other than the principal amount thereof,
the portion of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the maturity thereof pursuant to
Section 5.1 or provable in bankruptcy pursuant to Section 5.2;

                           (k)      if other than as set forth in Section 5.1,
any Event of Default with respect to the Securities of the series, if not set
forth herein;

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<PAGE>

                           (l)      any other terms of the series (which terms
shall not be inconsistent with the provisions of this Indenture);

                           (m)      any trustees, authenticating or paying
agents, transfer agents or registrars or any other agents with respect to the
Securities of such series;

                           (n)      if other than the coin or currency in which
the Securities of that series are denominated, the coin or currency in which
payment of the principal of or interest on the Securities of such series shall
be payable;

                           (o)      if the principal of or interest on the
Securities of such series are to be payable, at the election of the Issuer or a
Holder thereof, in a coin or currency other than that in which the Securities
are denominated, the period or periods within which, and the terms and
conditions upon which, such election may be made;

                           (p)      if the amount of payments of principal of
and interest on the Securities of the series may be determined with reference to
an index, the manner in which such amounts shall be determined;

                           (q)      whether and under what circumstances the
Issuer will pay additional amounts on the Securities of the series held by a
person who is not a U.S. person in respect of any tax, assessment or
governmental charge withheld or deducted and, if so, whether the Issuer will
have the option to redeem such Securities rather than pay such additional
amounts;

                           (r)      if the Securities of such series are to be
issuable in definitive form (whether upon original issue or upon exchange of a
temporary Security of such series) only upon receipt of certain certificates or
other documents or satisfaction of other conditions, the form and terms of such
certificates, documents or conditions; and

                           (s)      any other affirmative or negative covenants
with respect to the Securities of such series.

                  All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to the Board Resolution or Officers' Certificate referred to above
or as set forth in any such indenture supplemental hereto. All Securities of any
one series need not be issued at the same time and may be issued from time to
time, consistent with the terms of the Indenture, if so provided by or pursuant
to such Board Resolution, such Officers' Certificate or in any such indenture
supplemental hereto.

                  SECTION 2.4. Authentication and Delivery of Securities. At any
time and from time to time after the execution and delivery of this Indenture,
the Issuer may deliver Securities of any series executed by the Issuer to the
Trustee for authentication

                                       8

<PAGE>

together with the applicable documents referred to below in this Section, and
the Trustee shall thereupon authenticate and deliver such Securities to or upon
the order of the Issuer (contained in the Issuer Order referred to below in this
Section) or pursuant to such procedures acceptable to the Trustee as may be
specified from time to time by an Issuer Order. The maturity date, original
issue date, interest rate and any other terms of the Securities of such series
may be determined by or pursuant to such Issuer Order and procedures. Such
Issuer Order may authorize authentication and delivery pursuant to oral
instructions from the Issuer or its duly authorized agent, which instructions
shall be promptly confirmed in writing. In authenticating such Securities and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, before the first
authentication of Securities of such series, and (subject to Section 6.1) shall
be fully protected in relying upon:

                           (a)      an Issuer Order requesting such
authentication and setting forth delivery instructions if the Securities are not
to be delivered to the Issuer, provided that, with respect to Securities of a
series subject to a Periodic Offering, such Issuer Order may provide procedures
acceptable to the Trustee for the completion of authentication and delivery of
securities from time to time pursuant to oral or electronic instructions from
the Issuer or its duly authorized agent or agents, which oral instructions shall
be promptly confirmed in writing;

                           (b)      any Board Resolution, Officers' Certificate
or executed supplemental indenture referred to in Sections 2.1 and 2.3 by or
pursuant to which the forms and terms of the Securities were established;

                           (c)      an Opinion of Counsel, prepared in
accordance with Section 11.5, which shall state

                                    (i)      that the form or forms and terms of
         such Securities have been, or will be when any conditions specified in
         such Opinion of Counsel are satisfied, duly authorized by the Issuer
         and established in conformity with the provisions of this Indenture;
         and

                                    (ii)     that such Securities, when
         authenticated and delivered by the Trustee and issued by the Issuer in
         the manner and subject to any conditions specified in such Opinion of
         Counsel, will constitute valid and binding obligations of the Issuer.

                  The Trustee shall have the right to decline to authenticate
and deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken by the Issuer or
if the Trustee in good faith by its Board of Directors or Board of Trustees,
Executive Committee, or a Trust Committee of

                                       9

<PAGE>

Directors or Trustees or Responsible Officers shall determine that such action
would expose the Trustee to personal liability to existing Holders.

                  SECTION 2.5. Execution of Securities. The Securities shall be
signed on behalf of the Issuer by both (a) its Chairman or its Vice Chairman or
its President or any Vice President and (b) by its Treasurer or its Secretary or
any Assistant Secretary, under its corporate seal which may, but need not, be
attested. Such signatures may be the manual or facsimile signatures of the
present or any future such officers. The seal of the Issuer may be in the form
of a facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities. Typographical and other minor errors or defects in
any such reproduction of the seal or any such signature shall not affect the
validity or enforceability of any Security that has been duly authenticated and
delivered by the Trustee.

                  In case any officer of the Issuer who shall have signed any of
the Securities shall cease to be such officer before the Security so signed
shall be authenticated and delivered by the Trustee or disposed of by the
Issuer, such Security nevertheless may be authenticated and delivered or
disposed of as though the person who signed such Security had not ceased to be
such officer of the Issuer; and any Security may be signed on behalf of the
Issuer by such persons as, at the actual date of the execution of such Security,
shall be the proper officers of the Issuer, although at the date of the
execution and delivery of this Indenture any such person was not such an
officer.

                  SECTION 2.6. Certificate of Authentication. Only such
Securities as shall bear thereon a certificate of authentication substantially
in the form hereinbefore recited, executed by the Trustee by the manual
signature of one of its authorized officers, shall be entitled to the benefits
of this Indenture or be valid or obligatory for any purpose. Such certificate by
the Trustee upon any Security executed by the Issuer shall be conclusive
evidence that the Security so authenticated has been duly authenticated and
delivered hereunder and that the holder is entitled to the benefits of this
Indenture.

                  SECTION 2.7. Denomination and Date of Securities; Payments of
Interest. The Securities of each series shall be issuable as registered
securities without coupons and in denominations as shall be specified as
contemplated by Section 2.3. In the absence of any such specification with
respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any multiple thereof. The Securities of
each series shall be numbered, lettered, or otherwise distinguished in such
manner or in accordance with such plan as the officers of the Issuer executing
the same may determine with the approval of the Trustee as evidenced by the
execution and authentication thereof.

                                       10

<PAGE>

                  Each Security shall be dated the date of its authentication,
and shall bear interest, if any, from the date and shall be payable on the
dates, in each case, which shall be specified as contemplated by Section 2.3.

                  The person in whose name any Security of any series is
registered at the close of business on any record date applicable to a
particular series with respect to any interest payment date for such series
shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer or exchange of such Security
subsequent to the record date and prior to such interest payment date, except if
and to the extent the Issuer shall default in the payment of the interest due on
such interest payment date for such series, in which case such defaulted
interest shall then cease to be payable to the Holder on such record date by
virtue of having been such Holder and shall be paid to the persons in whose
names Outstanding Securities for such series are registered at the close of
business on a subsequent record date (which shall be not less than five Business
Days prior to the date of payment of such defaulted interest) established by
notice given by mail by or on behalf of the Issuer to the holders of Securities
not less than 15 days preceding such subsequent record date. The term "record
date" as used with respect to any interest payment date (except a date for
payment of defaulted interest) shall mean the date specified as such in the
terms of the Securities of any particular series, or, if no such date is so
specified, if such interest payment date is the first day of a calendar month,
the fifteenth day of the next preceding calendar month or, if such interest
payment date is the fifteenth day of a calendar month, the first day of such
calendar month, whether or not such record date is a Business Day.

                  Subject to the provisions of Section 13.2, in the case of any
Security which is converted after any applicable record date with respect to any
interest payment date and on or prior to the next succeeding interest payment
date (other than any Security the principal of (or premium, if any, on) which
shall become due and payable, whether at final maturity or by declaration of
acceleration, call for redemption, or otherwise prior to such next succeeding
interest payment date), interest whose final maturity is on such interest
payment date shall be payable on such interest payment date notwithstanding such
conversion and such interest (whether or not punctually paid or duly provided
for) shall be paid to the person in whose name that Security (or any one or more
predecessor Securities) 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 Security which is converted, interest whose final
maturity is after the date of conversion of such Security shall not be payable.

                  SECTION 2.8. Registration, Transfer and Exchange. The Issuer
will keep at each office or agency to be maintained for the purpose as provided
in Section 3.2 for each series of securities a register or registers in which,
subject to such reasonable regulations as it may prescribe, it will register,
and will register the transfer of, Securities of such series as in this Article
provided. Such register shall be in written form in the

                                       11

<PAGE>

English language or in any other form capable of being converted into such form
within a reasonable time. At all reasonable times such register or registers
shall be open for inspection by the Trustee.

                  Upon due presentation for registration of transfer of any
Security of any series at any such office or agency to be maintained for the
purpose as provided in Section 3.2, the Issuer shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Security or Securities of like tenor and aggregate principal amount.

                  Any Security or Securities of any series may be exchanged for
a Security or Securities of the same series in other authorized denominations,
of like tenor and in an equal aggregate principal amount. Securities of any
series to be exchanged shall be surrendered at any office or agency to be
maintained by the Issuer for the purpose as provided in Section 3.2, and the
Issuer shall execute and the Trustee shall authenticate and deliver in exchange
therefor the Security or Securities of the same series which the Securityholder
making the exchange shall be entitled to receive, bearing numbers not
contemporaneously outstanding.

                  All Securities presented for registration of transfer,
exchange, redemption or payment shall (if so required by the Issuer or the
Trustee) be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Issuer and the Trustee duly
executed by, the Holder or the Holder's attorney duly authorized in writing.

                  The Issuer may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
exchange or registration of transfer of Securities. No service charge shall be
made for any such transaction.

                  The Issuer shall not be required to exchange or register a
transfer of (a) any Securities of any series for a period of 15 days next
preceding the first mailing of notice of redemption of Securities of such series
to be redeemed, or (b) any Securities selected, called or being called for
redemption, in whole or in part, except, in the case of any Security where
public notice has been given that such Security is to be redeemed in part, the
portion thereof not so to be redeemed.

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

                  SECTION 2.9. Mutilated, Defaced, Destroyed, Lost and Stolen
Securities. In case any temporary or definitive Security shall become mutilated,
defaced

                                       12

<PAGE>

or be destroyed, lost or stolen, the Issuer in its discretion may execute, and
upon the written request of any officer of the Issuer, the Trustee shall
authenticate and deliver, a new Security of the same series and tenor, bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated or defaced Security, or in lieu of and substitution for the Security
so destroyed, lost or stolen. In every case the applicant for a substitute
Security shall furnish to the Issuer and to the Trustee and any agent of the
Issuer or the Trustee such security or indemnity as may be required by them to
indemnify and defend and to save each of them harmless and, in every case of
destruction, loss or theft, evidence to their satisfaction of the destruction,
loss or theft of such Security and of the ownership thereof and in the case of
mutilation or defacement shall surrender such Security to the Trustee.

                  Upon the issuance of any substitute Security, the Issuer may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith. In case any Security
which has matured or is about to mature or has been called for redemption in
full shall become mutilated or defaced or be destroyed, lost or stolen, the
Issuer may instead of issuing a substitute Security, pay or authorize the
payment of the same (without surrender thereof except in the case of a mutilated
or defaced Security), if the applicant for such payment shall furnish to the
Issuer and to the Trustee and any agent of the Issuer or the Trustee such
security or indemnity as any of them may require to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee
evidence to their satisfaction of the destruction, loss or theft of such
Security and of the ownership thereof.

                  Every substitute Security of any series issued pursuant to the
provisions of this Section by virtue of the fact that any such Security is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Issuer, whether or not the destroyed, lost or stolen Security shall be at
any time enforceable by anyone, and shall be entitled to all the benefits of
(but shall be subject to all the limitations of rights set forth in) this
Indenture equally and proportionately with any and all other Securities of such
series duly authenticated and delivered hereunder. All Securities shall be held
and owned upon the express condition that, to the extent permitted by law, the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, defaced or destroyed, lost or stolen Securities and shall preclude
any and all other rights or remedies notwithstanding any law or statute existing
or hereafter enacted to the contrary with respect to the replacement or payment
of negotiable instruments or other securities without their surrender.

                  SECTION 2.10. Cancellation of Securities; Destruction Thereof.
All Securities surrendered for payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or analogous
fund, or for

                                       13

<PAGE>

conversion, if surrendered to the Issuer or any agent of the Issuer or the
Trustee, shall be delivered to the Trustee for cancellation or, if surrendered
to the Trustee, shall be canceled by it; and no Securities shall be issued in
lieu thereof except as expressly permitted by any of the provisions of this
Indenture. The Trustee shall destroy canceled Securities held by it and deliver
a certificate of destruction to the Issuer. If the Issuer shall acquire any of
the Securities, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the same are delivered to the Trustee for cancellation.

                  SECTION 2.11. Temporary Securities. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable as registered Securities without coupons, of any authorized
denomination, and substantially in the form of the definitive Securities of such
series but with such omissions, insertions and variations as may be appropriate
for temporary Securities, all as may be determined by the Issuer with the
concurrence of the Trustee as evidenced by the execution and authentication
thereof. Temporary Securities may contain such reference to any provisions of
this Indenture as may be appropriate. Every temporary Security shall be executed
by the Issuer and be authenticated by the Trustee upon the same conditions and
in substantially the same manner, and with like effect, as the definitive
Securities. Without unreasonable delay the Issuer shall execute and shall
furnish definitive Securities of such series and thereupon temporary Securities
of such series may be surrendered in exchange therefor without charge at each
office or agency to be maintained by the Issuer for that purpose pursuant to
Section 3.2, and the Trustee shall authenticate and deliver in exchange for such
temporary Securities of such series a like aggregate principal amount of
definitive Securities of the same series of authorized denominations. Until so
exchanged, the temporary Securities of any series shall be entitled to the same
benefits under this Indenture as definitive Securities of such series.

                                   ARTICLE 3

                             COVENANTS OF THE ISSUER

                  SECTION 3.1. Payment of Principal and Interest. The Issuer
covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay or cause to be paid the principal of, and interest on,
each of the Securities of such series at the place or places, at the respective
times and in the manner provided in such Securities and this Indenture. Each
installment of interest on the Securities of any series may be paid by mailing
checks for such interest payable to or upon the written order of the holders of
Securities entitled thereto as they shall appear on the registry books of the
Issuer.

                                       14

<PAGE>

                  SECTION 3.2. Offices for Payments, Etc. So long as any of the
Securities remain outstanding, the Issuer will maintain in the Borough of
Manhattan, the City of New York, the following for each series: an office or
agency (a) where the Securities may be presented for payment, (b) where the
Securities may be presented for registration of transfer and for exchange as in
this Indenture provided and (c) where notices and demands to or upon the Issuer
in respect of the Securities or of this Indenture may be served. The Issuer will
give to the Trustee written notice of the location of any such office or agency
and of any change of location thereof. Unless otherwise specified in accordance
with Section 2.3, the Issuer hereby initially designates the corporate trust
office of Bank One Trust Company, N.A., 55 Water Street, 1st Floor, Jeanette
Park Entrance, New York, New York, 10041 (the "Corporate Trust Office"), as the
office to be maintained by it for each such purpose in the Borough of Manhattan,
the City of New York. In case the Issuer shall fail to so designate or maintain
any such office or agency or shall fail to give such notice of the location or
of any change in the location thereof, presentations, surrenders and demands may
be made and notices may be served at the Corporate Trust Office.

                  SECTION 3.3. Appointment to Fill a Vacancy in Office of
Trustee. The Issuer, whenever necessary to avoid or fill a vacancy in the office
of Trustee, will appoint, in the manner provided in Section 6.9, a Trustee, so
that there shall at all times be a Trustee with respect to each series of
Securities hereunder.

                  SECTION 3.4. Paying Agents. Whenever the Issuer shall appoint
a paying agent other than the Trustee with respect to the Securities of any
series, it will cause such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section,

                           (a)      that it will hold all sums received by it as
such agent for the payment of the principal of or interest on the Securities of
such series (whether such sums have been paid to it by the Issuer or by any
other obligor on the Securities of such series) in trust for the benefit of the
holders of the Securities of such series or of the Trustee;

                           (b)      that it will give the Trustee notice of any
failure by the Issuer (or by any other obligor on the Securities of such series)
to make any payment of the principal of or interest on the Securities of such
series when the same shall be due and payable; and

                           (c)      at any time during the continuance of any
such default, upon written request of the Trustee, forthwith to pay to the
Trustee all sums so held in trust by the paying agent.

                  The Issuer will, on or prior to each due date of the principal
of or interest on the Securities of such series, deposit with the paying agent a
sum sufficient to pay

                                       15

<PAGE>

such principal or interest so becoming due, and (unless such paying agent is the
Trustee) the Issuer will promptly notify the Trustee of any failure to take such
action.

                  If the Issuer shall act as its own paying agent with respect
to the Securities of any series, it will, on or before each due date of the
principal of or interest on the Securities of such series, set aside, segregate
and hold in trust for the benefit of the holders of the Securities of such
series a sum sufficient to pay such principal or interest so becoming due. The
Issuer will promptly notify the Trustee of any failure to take such action.

                  Anything in this Section to the contrary notwithstanding, the
Issuer may at any time, for the purpose of obtaining a satisfaction and
discharge with respect to one or more or all series of Securities hereunder, or
for any other reason, pay or cause to be paid to the Trustee all sums held in
trust for any such series by the Issuer or any paying agent hereunder, as
required by this Section, such sums to be held by the Trustee upon the trusts
herein contained.

                  Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Sections 10.3 and 10.4.

                  SECTION 3.5. Certificate of the Issuer. The Issuer will
deliver to the Trustee on or before May 1 in each year (beginning with 1996) a
brief certificate (which need not comply with Section 11.5) from the principal
executive, financial or accounting officer of the Issuer as to his or her
knowledge of the Issuer's compliance with all conditions and covenants under the
Indenture (such compliance to be determined without regard to any period of
grace or requirements of notice provided under the Indenture).

                  SECTION 3.6. Corporate Existence. Subject to Article Nine, the
Issuer will do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence, rights (charter and statutory)
and franchises; provided, however, that the Issuer shall not be required to
preserve any such right or franchise if it shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Issuer.

                                   ARTICLE 4

        SECURITYHOLDERS' LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

                  SECTION 4.1. Securityholders' Lists. If and so long as the
Trustee shall not be the Security registrar for the Securities of any series,
the Issuer will furnish or cause to be furnished to the Trustee a list in such
form as the Trustee may reasonably

                                       16

<PAGE>

require of the names and addresses of the holders of the Securities of each
series pursuant to Section 312 of the Trust Indenture Act of 1939:

                           (a)      semi-annually not more than 15 days after
each record date for the payment of interest on such Securities, as hereinabove
specified, as of such record date and on dates to be determined pursuant to
Section 2.3 for non-interest bearing securities in each year, and

                           (b)      at such other times as the Trustee may
request in writing within 30 days after receipt by the Issuer of any such
request as of a date not more than 15 days prior to the time such information is
furnished.

                  SECTION 4.2. Reports by the Issuer. The Issuer covenants to
file with the Trustee, within 15 days after the Issuer is required to file the
same with the Commission, copies of the annual reports and of the information,
documents, and other reports which the Issuer may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934.

                  SECTION 4.3. Reports by the Trustee. Any Trustee's Report
required under Section 313(a) of the Trust Indenture Act of 1939 shall be
transmitted on or before July 15 in each year, beginning July 15, 2004, so long
as any Securities are outstanding hereunder, and be dated as of a date
convenient to the Trustee but no more than 60 nor less than 45 days prior
thereto.

                                   ARTICLE 5

         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

                  SECTION 5.1. Event of Default Defined; Acceleration of
Maturity; Waiver of Default. "Event of Default" with respect to Securities of
any series wherever used herein, means each one of the following events which
shall have occurred and be continuing (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

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

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

                                       17

<PAGE>

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

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

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

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

                           (g)      any other Event of Default established
pursuant to Section 2.3 for the Securities for such series.

                  If an Event of Default described in clauses (a), (b), (c), (d)
or (g) above (if the Event of Default under clause (d) is with respect to less
than all series of Securities

                                       18

<PAGE>

then Outstanding) occurs and is continuing, then, and in each and every such
case, unless the principal of all of the Securities of such series shall have
already become due and payable, either the Trustee or the holders of not less
than 25% in aggregate principal amount of the Securities of such series then
Outstanding hereunder (each such series voting as a separate class) by notice in
writing to the Issuer (and to the Trustee if given by Securityholders), may
declare the entire principal (or, if the Securities of such series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of such series) of all Securities of such series and the
interest accrued thereon, if any, to be due and payable immediately, and upon
any such declaration the same shall become immediately due and payable. If an
Event of Default described in clause (d) (if the Event of Default under clause
(d) is with respect to all series of Securities then Outstanding), (e) or (f)
occurs and is continuing, then and in each and every such case, unless the
principal of all the Securities shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal
amount of all the Securities then Outstanding hereunder (treated as one class),
by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if any Securities are
Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof) of all the Securities then outstanding and
interest accrued thereon, if any, to be due and payable immediately, and upon
any such declaration the same shall become immediately due and payable.

                  The foregoing provisions, however, are subject to the
condition that if, at any time after the principal (or, if the Securities of
such series are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms thereof) of the Securities of any
series shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all the
Securities of such series and the principal of any and all Securities of such
series which shall have become due otherwise than by acceleration (with interest
upon such principal and, to the extent that payment of such interest is
enforceable under applicable law, on overdue installments of interest, at the
same rate as the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) specified in the Securities of such series, (or at
the respective rates of interest or Yields to Maturity of all the Securities, as
the case may be) to the date of such payment or deposit) and such amount as
shall be sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of negligence or bad faith, and
if any and all Events of Default under the Indenture, other than the non-payment
of the principal of Securities of such series which shall have become due by
acceleration, shall have been cured, waived or otherwise remedied as provided
herein--then and in every such case the holders of a majority in aggregate
principal amount of all the Securities of such series, each series voting as a
separate class by written notice to the Issuer and to the Trustee, may waive all
defaults with respect to

                                       19

<PAGE>

such series and rescind and annul such declaration and its consequences, but no
such waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.

                  For all purposes under this Indenture, if a portion of the
principal of any Original Issue Discount Securities shall have been accelerated
and declared due and payable pursuant to the provisions hereof, then, from and
after such declaration, unless such declaration has been rescinded and annulled,
the principal amount of such Original Issue Discount Securities shall be deemed,
for all purposes hereunder, to be such portion of the principal thereof as shall
be due and payable as a result of such acceleration, and payment of such portion
of the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

                  SECTION 5.2. Collection of Indebtedness by Trustee; Trustee
May Prove Debt. The Issuer covenants that (a) in case default shall be made in
the payment of any installment of interest on any of the Securities of any
series when such interest shall have become due and payable, and such default
shall have continued for a period of 30 days or (b) in case default shall be
made in the payment of all or any part of the principal of any of the Securities
of any series when the same shall have become due and payable, whether upon
maturity of the Securities of such series or upon any redemption or by
declaration or otherwise (including any payments to any sinking fund or
analogous obligation) then upon demand of the Trustee, the Issuer will pay to
the Trustee for the benefit of the Holders of the Securities of such series the
whole amount that then shall have become due and payable on all Securities of
series for principal (including any payments to any sinking fund or analogous
obligation) or interest, as the case may be (with interest to the date of such
payment upon the overdue principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such
series); and in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including reasonable compensation to
the Trustee and each predecessor Trustee, their respective agents, attorneys and
counsel and any expenses and liabilities incurred, and all advances made, by the
Trustee and each predecessor Trustee except as a result of its negligence or bad
faith.

                  Until such demand is made by the Trustee, the Issuer may pay
the principal of and interest on the Securities of any series to the registered
holders, whether or not the principal of and interest on the Securities of such
series be overdue.

                  In case the Issuer shall fail forthwith to pay such amounts
upon such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any action or proceedings at
law or in equity for the

                                       20

<PAGE>

collection of the sums so due and unpaid, and may prosecute any such action or
proceedings to judgment or final decree, and may enforce any such judgment or
final decree against the Issuer or other obligor upon such Securities and
collect in the manner provided by law out of the property of the Issuer or other
obligor upon such Securities, wherever situated, the moneys adjudged or decreed
to be payable.

                  In case there shall be pending proceedings relative to the
Issuer or any other obligor upon the Securities under Title 11 of the United
States Code or any other applicable Federal or state bankruptcy, insolvency or
other similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor, or in case of any other comparable judicial proceedings relative to the
Issuer or other obligor upon the Securities of any series, or to the creditors
or property of the Issuer or such other obligor, the Trustee, irrespective of
whether the principal of any Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such proceedings or otherwise:

                           (a)      to file and prove a claim or claims for the
whole amount of principal and interest (or, if the Securities of any series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of such series) owing and unpaid in respect of the
Securities of any series, and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for reasonable compensation to the Trustee and each predecessor Trustee,
and their respective agents, attorneys and counsel, and for reimbursement of all
expenses and liabilities incurred, and all advances made, by the Trustee and
each predecessor Trustee, except as a result of negligence or bad faith) and of
the Securityholders allowed in any judicial proceedings relative to the Issuer
or other obligor upon the Securities of any series, or to the creditors or
property of the Issuer or such other obligor,

                           (b)      unless prohibited by applicable law and
regulations, to vote on behalf of the holders of the Securities of any series in
any election of a trustee or a standby trustee in arrangement, reorganization,
liquidation or other bankruptcy or insolvency proceedings or person performing
similar functions in comparable proceedings, and

                           (c)      to collect and receive any moneys or other
property payable or deliverable on any such claims, and to distribute all
amounts received with respect to the claims of the Securityholders and of the
Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or
other similar official is hereby authorized by each of the Securityholders to
make payments to the Trustee, and, in the event that the Trustee

                                       21

<PAGE>

shall consent to the making of payments directly to the Securityholders, to pay
to the Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Trustee, each predecessor Trustee and their respective
agents, attorneys and counsel, and all other expenses and liabilities incurred,
and all advances made, by the Trustee and each predecessor Trustee except as a
result of negligence or bad faith and all other amounts due to the Trustee or
any predecessor Trustee pursuant to Section 6.6.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Securityholder any plan or reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.

                  All rights of action and of asserting claims under this
Indenture, or under any of the Securities, may be enforced by the Trustee
without the possession of any of the Securities or the production thereof on any
trial or other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Trustee, each predecessor
Trustee and their respective agents and attorneys, shall be for the ratable
benefit of the holders of the Securities in respect of which such action was
taken.

                  In any proceedings brought by the Trustee (and also any
proceedings involving the interpretation of any provision of this Indenture to
which the Trustee shall be a party) the Trustee shall be held to represent all
the holders of the Securities in respect to which such action was taken, and it
shall not be necessary to make any holders of such Securities parties to any
such proceedings.

                  SECTION 5.3. Application of Proceeds. Any moneys collected by
the Trustee pursuant to this Article in respect of any series shall be applied
in the following order at the date or dates fixed by the Trustee and, in case of
the distribution of such moneys on account of principal or interest, upon
presentation of the several Securities in respect of which monies have been
collected and stamping (or otherwise noting) thereon the payment, or issuing
Securities of such series in reduced principal amounts in exchange for the
presented Securities of like series if only partially paid, or upon surrender if
fully paid:

                  FIRST: To the payment of costs and expenses applicable to such
series in respect of which monies have been collected, including reasonable
compensation to the Trustee and each predecessor Trustee and their respective
agents and attorneys and of all expenses and liabilities incurred, and all
advances made, by the Trustee and each

                                       22

<PAGE>

predecessor Trustee except as a result of negligence or bad faith, and all other
amounts due to the Trustee or any predecessor Trustee pursuant to Section 6.6;

                  SECOND: Subject to the provisions of Article Fourteen, in case
the principal of the Securities of such series in respect of which moneys have
been collected shall not have become and be then due and payable, to the payment
of interest on the Securities of such series in default in the order of the
maturity of the installments of such interest, with interest (to the extent that
such interest has been collected by the Trustee) upon the overdue installments
of interest at the same rate as the rate of interest or Yield to Maturity (in
the case of Original Issue Discount Securities) specified in such Securities,
such payments to be made ratably to the persons entitled thereto, without
discrimination or preference;

                  THIRD: Subject to the provisions of Article Fourteen, in case
the principal of the Securities of such series in respect of which moneys have
been collected shall have become and shall be then due and payable, to the
payment of the whole amount then owing and unpaid upon all the Securities of
such series for principal and interest, with interest upon the overdue
principal, and (to the extent that such interest has been collected by the
Trustee) upon overdue installments of interest at the same rate as the rate of
interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series; and in case such moneys
shall be insufficient to pay in full the whole amount so due and unpaid upon the
Securities of such series, then to the payment of such principal and interest,
without preference or priority of principal over interest, or of interest over
principal, or of any installment of interest over any other installment of
interest, or of any Security of such series over any other Security of such
series, ratably to the aggregate of such principal and accrued and unpaid
interest; and

                  FOURTH: Subject to the provisions of Article Fourteen, to the
payment of the remainder, if any, to the Issuer or any other person lawfully
entitled thereto.

                  SECTION 5.4. Suits For Enforcement. In case an Event of
Default has occurred, has not been waived and is continuing, the Trustee may in
its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

                  SECTION 5.5. Restoration of Rights on Abandonment of
Proceedings. In case the Trustee or any Holder shall have instituted any
proceeding to enforce any right under this Indenture and such proceedings shall
have been discontinued or abandoned for any reason, or shall have been
determined adversely to the Trustee or to such Holder,

                                       23

<PAGE>

then and in every such case the Issuer and the Trustee shall be restored
respectively to their former positions and rights hereunder, and all rights,
remedies and powers of the Issuer, the Trustee and the Securityholders shall
continue as though no such proceedings had been taken.

                  SECTION 5.6. Limitations on Suits by Securityholders. No
holder of any Security of any series shall have any right by virtue or by
availing of any provision of this Indenture to institute any action or
proceeding at law or in equity or in bankruptcy or otherwise upon or under or
with respect to this Indenture, or for the appointment of a trustee, receiver,
liquidator, custodian or other similar official or for any other remedy
hereunder, unless such holder previously shall have given to the Trustee written
notice of default and of the continuance thereof, as hereinbefore provided, and
unless also the holders of not less than 25% in aggregate principal amount of
the Securities of such series then Outstanding shall have made written request
upon the Trustee to institute such action or proceedings in its own name as
trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby and the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity shall have failed to institute any
such action or proceeding and no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 5.9; it being
understood and intended, and being expressly covenanted by the taker and Holder
of every Security with every other taker and Holder and the Trustee, that no one
or more Holders of Securities of any series shall have any right in any manner
whatever by virtue or by availing of any provision of this Indenture to affect,
disturb or prejudice the rights of any other such Holder of Securities, or to
obtain or seek to obtain priority over or preference to any other such Holder or
to enforce any right under this Indenture, except in the manner herein provided
and for the equal, ratable and common benefit of all Holders of Securities of
the applicable series. For the protection and enforcement of the provisions of
this Section, each and every Securityholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

                  SECTION 5.7. Unconditional Right of Securityholders to
Institute Certain Suits. Notwithstanding any other provision in this Indenture
and any provision of any Security, the right of any Holder of any Security to
receive payment of the principal of and interest on such Security on or after
the respective due dates expressed in such Security or to convert such
Securities in accordance with Article Thirteen, or to institute suit for the
enforcement of any such payment on or after such respective dates or any such
right of conversion, shall not be impaired or affected without the consent of
such Holder.

                  SECTION 5.8. Powers and Remedies Cumulative; Delay or Omission
Not Waiver of Default. Except as provided in Section 5.6, no right or remedy
herein conferred upon or reserved to the Trustee or to the Securityholders is
intended to be

                                       24

<PAGE>

exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

                  No delay or omission of the Trustee or of any Securityholder
to exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power or shall be
construed to be a waiver of any such Event of Default or an acquiescence
therein; and, subject to Section 5.6, every power and remedy given by this
Indenture or by law to the Trustee or to the Securityholders may be exercised
from time to time, and as often as shall be deemed expedient, by the Trustee or
by the Securityholders.

                  SECTION 5.9. Control by Securityholders. The Holders of a
majority in aggregate principal amount of the Securities of each series affected
(with each series voting as a separate class) at the time Outstanding shall have
the right to direct the time, method, and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee with respect to the Securities of such series by this Indenture;
provided that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture and provided further that (subject to the
provisions of Section 6.1) the Trustee shall have the right to decline to follow
any such direction if the Trustee, being advised by counsel, shall determine
that the action or proceeding so directed may not lawfully be taken or if the
Trustee in good faith by its Board of Directors, the Executive Committee, or a
Trust Committee of Directors or Responsible Officers of the Trustee shall
determine that the action or proceedings so directed would involve the Trustee
in personal liability or if the Trustee in good faith shall so determine that
the actions or forebearances specified in or pursuant to such direction would be
unduly prejudicial to the interests of Holders of the Securities of all series
so affected not joining in the giving of said direction, it being understood
that (subject to Section 6.1) the Trustee shall have no duty to ascertain
whether or not such actions or forebearances are unduly prejudicial to such
Holders.

                  Nothing in this Indenture shall impair the right of the
Trustee in its discretion to take any action deemed proper by the Trustee and
which is not inconsistent with such direction or directions by Securityholders.

                  SECTION 5.10. Waiver of Past Defaults. Prior to a declaration
of the acceleration of the maturity of the Securities of any series as provided
in Section 5.1, the Holders of a majority in aggregate principal amount of the
Securities of such series at the time Outstanding (each such series voting as a
separate class) may on behalf of the Holders of all the Securities of such
series waive any past default or Event of Default described in clause (c) of
Section 5.1 (or, in the case of an event specified in clause (d) or

                                       25

<PAGE>

(g) of Section 5.1 which relates to less than all series of Securities then
Outstanding, the Holders of a majority in aggregate principal amount of the
Securities then Outstanding affected thereby (each series voting as a separate
class)) may waive any such default or Event of Default, or, in the case of an
event specified in clause (d) or (g) (if the Event of Default under clause (d)
relates to all series of Securities then Outstanding), (e) or (f) of Section 5.1
the Holders of Securities of a majority in principal amount of all the
Securities then Outstanding (voting as one class) may waive any such default or
Event of Default), and its consequences except a default in respect of a
covenant or provision hereof which cannot be modified or amended without the
consent of the Holder of each Security affected. In the case of any such waiver,
the Issuer, the Trustee and the Holders of the Securities of such series shall
be restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

                  Upon any such waiver, such default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured, and not to have occurred
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

                  SECTION 5.11. Trustee to Give Notice of Default, But May
Withhold in Certain Circumstances. The Trustee shall transmit to the
Securityholders of any series, as the names and addresses of such Holders appear
on the registry books, notice by mail of all defaults known to the Trustee which
have occurred with respect to such series, such notice to be transmitted within
90 days after the occurrence thereof, unless such defaults shall have been cured
before the giving of such notice (the term "default" or "defaults" for the
purposes of this Section being hereby defined to mean any event or condition
which is, or with notice or lapse of time or both would become, an Event of
Default); provided that, except in the case of default in the payment of the
principal of or interest on any of the Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the Board of
Directors, the Executive Committee, or a Trust Committee of Directors or
Trustees and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Securityholders
of such series.

                  SECTION 5.12. Right of Court to Require Filing of Undertaking
to Pay Costs. All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and

                                       26

<PAGE>

good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the case of
any suit relating to or arising under clause (d) of Section 5.1 (if the suit
relates to Securities of more than one but less than all series), 10% in
aggregate principal amount of Securities Outstanding affected thereby, or in the
case of any suit relating to or arising under clause (d) (if the suit under
clause (d) relates to all the Securities then Outstanding), (e) or (f) of
Section 5.1, 10% in aggregate principal amount of all Securities Outstanding, or
to any suit instituted by any Securityholder for the enforcement of the payment
of the principal of or interest on any Security on or after the due date
expressed in such Security.

                  SECTION 5.13. Waiver of Stay or Extension Laws. The Issuer
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Issuer (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

                                   ARTICLE 6

                             CONCERNING THE TRUSTEE

                  SECTION 6.1. Duties and Responsibilities of the Trustee;
During Default; Prior to Default. With respect to the Holders of any series of
Securities issued hereunder, the Trustee, prior to the occurrence of an Event of
Default with respect to the Securities of a particular series and after the
curing or waiving of all Events of Default which may have occurred with respect
to such series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to the Securities of a series has occurred (which has not been cured or
waived) the Trustee shall exercise such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in their exercise, as
a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

                                       27

<PAGE>

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

                           (a)      prior to the occurrence of an Event of
Default with respect to the Securities of any series and after the curing or
waiving of all such Events of Default with respect to such series which may have
occurred:

                                    (i)      the duties and obligations of the
         Trustee with respect to the Securities of any Series shall be
         determined solely by the express provisions of this Indenture, and the
         Trustee shall not be liable except for the performance of such duties
         and obligations as are specifically set forth in this Indenture, and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee; and

                                    (ii)     in the absence of bad faith on the
         part of the Trustee, the Trustee may conclusively rely, as to the truth
         of the statements and the correctness of the opinions expressed
         therein, upon any statements, certificates or opinions furnished to the
         Trustee and conforming to the requirements of this Indenture; but in
         the case of any such statements, certificates or opinions which by any
         provision hereof are specifically required to be furnished to the
         Trustee, the Trustee shall be under a duty to examine the same to
         determine whether or not they conform to the requirements of this
         Indenture;

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

                           (c)      the Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the holders pursuant to Section 5.9 relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this
Indenture.

                  None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if there shall be reasonable ground for
believing that the repayment of such funds or adequate indemnity against such
liability is not reasonably assured to it.

                  The provisions of this Section 6.1 are in furtherance of and
subject to Sections 315 and 316 of the Trust Indenture Act of 1939.

                                       28

<PAGE>

                  SECTION 6.2. Certain Rights of the Trustee. In furtherance of
and subject to the Trust Indenture Act of 1939 and subject to Section 6.1:

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

                           (b)      any request, direction, order or demand of
the Issuer mentioned herein shall be sufficiently evidenced by an Officers'
Certificate (unless other evidence in respect thereof be herein specifically
prescribed); and any resolution of the Board of Directors may be evidenced to
the Trustee by a copy thereof certified by the Secretary or an Assistant
Secretary of the Issuer;

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

                           (d)      the Trustee shall be under no obligation to
exercise any of the trusts or powers vested in it by this Indenture at the
request, order or direction of any of the Securityholders pursuant to the
provisions of this Indenture, unless such Securityholders shall have offered to
the Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred therein or thereby;

                           (e)      the Trustee shall not be liable for any
action taken or omitted by it in good faith and believed by it to be authorized
or within the discretion, rights or powers conferred upon it by this Indenture;

                           (f)      prior to the occurrence of an Event of
Default hereunder and after the curing or waiving of all Events of Default, the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, appraisal, bond, debenture, note,
coupon, security, or other paper or document unless requested in writing so to
do by the holders of not less than a majority in aggregate principal amount of
the Securities of all series affected then outstanding; provided that, if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such expenses or liabilities as a condition to
proceeding; the reasonable expenses of every such

                                       29

<PAGE>

investigation shall be paid by the Issuer or, if paid by the Trustee or any
predecessor trustee, shall be repaid by the Issuer upon demand; and

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

                  SECTION 6.3. Trustee Not Responsible for Recitals, Disposition
of Securities or Application of Proceeds Thereof. The recitals contained herein
and in the Securities, except the Trustee's certificates of authentication,
shall be taken as the statements of the Issuer, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee shall not be accountable for the use or application by
the Issuer of any of the Securities or of the proceeds thereof.

                  SECTION 6.4. Trustee and Agents May Hold Securities;
Collections, Etc. The Trustee or any agent of the Issuer or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
with the same rights it would have if it were not the Trustee or such agent and
may otherwise deal with the Issuer and receive, collect, hold and retain
collections from the Issuer with the same rights it would have if it were not
the Trustee or such agent.

                  SECTION 6.5. Moneys Held by Trustee. Subject to the provisions
of Section 10.4 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Issuer or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

                  SECTION 6.6. Compensation and Indemnification of Trustee and
Its Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time
to time, and the Trustee shall be entitled to, reasonable compensation (which
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) and the Issuer covenants and agrees to pay or
reimburse the Trustee and each predecessor Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by or on behalf
of it in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
The Issuer also covenants to indemnify the Trustee and each predecessor Trustee
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or

                                       30

<PAGE>

bad faith on its part, arising out of or in connection with the acceptance or
administration of this Indenture or the trusts hereunder and its duties
hereunder, including the costs and expenses of defending itself against or
investigating any claim of liability in the premises. The obligations of the
Issuer under this Section to compensate and indemnify the Trustee and each
predecessor Trustee and to pay or reimburse the Trustee and each predecessor
Trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture. Such additional indebtedness shall be a senior claim to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular
Securities, and the Securities are hereby subordinated to such senior claim.

                  SECTION 6.7. Right of Trustee to Rely on Officers'
Certificate, Etc. Subject to Sections 6.1 and 6.2, whenever in the
administration of the trusts of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers' Certificate delivered to the Trustee, and
such certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted by it under the provisions of this Indenture upon the faith thereof.

                  SECTION 6.8. Persons Eligible for Appointment as Trustee. The
Trustee for each series of Securities hereunder shall at all times be a
corporation having a combined capital and surplus of at least $50,000,000, and
which is eligible in accordance with the provisions of Section 310(a) of the
Trust Indenture Act of 1939. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of a Federal, State or
District of Columbia supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. For purposes of Section 310(b) of the Trust
Indenture Act of 1939, the Trustee shall not be deemed to have a conflicting
interest as a result of being Trustee in respect of the Securities of more than
one series hereunder.

                  SECTION 6.9. Resignation and Removal; Appointment of Successor
Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may at
any time resign with respect to one or more or all series of Securities by
giving written notice of resignation to the Issuer and by mailing notice thereof
by first class mail to Holders of the applicable series of Securities at their
last addresses as they shall appear on the Security register. Upon receiving
such notice of resignation, the Issuer shall promptly appoint a

                                       31

<PAGE>

successor trustee or trustees with respect to the applicable series by written
instrument in duplicate, executed by authority of the Board of Directors, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee or trustees. If no successor trustee shall have
been so appointed with respect to any series and have accepted appointment
within 30 days after the mailing of such notice of resignation, the resigning
trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee, or any Securityholder who has been a bona fide Holder of a
Security or Securities of the applicable series for at least six months may,
subject to the provisions of Section 5.12, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, appoint a successor trustee.

                           (b)      In case at any time any of the following
shall occur:

                                    (i)      the Trustee shall fail to comply
         with the provisions of Section 310(b) of the Trust Indenture Act of
         1939 with respect to any series of Securities after written request
         therefor by the Issuer or by any Securityholder who has been a bona
         fide Holder of a Security or Securities of such series for at least six
         months; or

                                    (ii)     the Trustee shall cease to be
         eligible in accordance with the provisions of Section 310(a) of the
         Trust Indenture Act of 1939 and shall fail to resign after written
         request therefor by the Issuer or by any Securityholder; or

                                    (iii)    the Trustee shall become incapable
         of acting with respect to any series of Securities, or shall be
         adjudged a bankrupt or insolvent, or a receiver or liquidator of the
         Trustee or of its property shall be appointed, or any public officer
         shall take charge or control of the Trustee or of its property or
         affairs for the purpose of rehabilitation, conservation or liquidation;

                  then, in any such case, the Issuer may remove the Trustee with
respect to the applicable series of Securities and appoint a successor trustee
for such series by written instrument, in duplicate, executed by order of the
Board of Directors of the Issuer, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee, or,
subject to Section 315(e) of the Trust Indenture Act of 1939, any Securityholder
who has been a bona fide Holder of a Security or Securities of such series for
at least six months may on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor trustee with respect to such series.

                                       32

<PAGE>

                  Such court may thereupon, after such notice, if any, as it may
deem proper and prescribe, remove the Trustee and appoint a successor trustee.

                           (c)      The Holders of a majority in aggregate
principal amount of the Securities of each series at the time Outstanding may at
any time remove the Trustee with respect to Securities of such series and
appoint a successor trustee with respect to the Securities of such series by
delivering to the Trustee so removed, to the successor trustee so appointed and
to the Issuer the evidence provided for in Section 7.1 of the action in that
regard taken by the Securityholders.

                           (d)      Any resignation or removal of the Trustee
with respect to any series and any appointment of a successor trustee with
respect to such series pursuant to any of the provisions of this Section 6.9
shall become effective upon acceptance of appointment by the successor trustee
as provided in Section 6.10.

                  SECTION 6.10. Acceptance of Appointment by Successor Trustee.
Any successor trustee appointed as provided in Section 6.9 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if
originally named as trustee for such series hereunder; but, nevertheless, on the
written request of the Issuer or of the successor trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall, subject to Section 10.4,
pay over to the successor trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations. Upon request of any
such successor trustee, the Issuer shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.6.

                  If a successor trustee is appointed with respect to the
Securities of one or more (but not all) series, the Issuer, the predecessor
Trustee and each successor trustee with respect to the Securities of any
applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Securities of any series as to which the predecessor
Trustee is not retiring shall continue to be vested in the predecessor Trustee,
and shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, it being understood that nothing herein or
in such supplemental indenture shall

                                       33

<PAGE>

constitute such trustees co-trustees of the same trust and that each such
trustee shall be trustee of a trust or trusts under separate indentures.

                  No successor trustee with respect to any series of Securities
shall accept appointment as provided in this Section 6.10 unless at the time of
such acceptance such successor trustee shall be qualified under the provisions
of Section 310(b) of the Trust Indenture Act of 1939 and eligible under the
provisions of Section 310(a) of the Trust Indenture Act of 1939.

                  Upon acceptance of appointment by any successor trustee as
provided in this Section 6.10, the Issuer shall mail notice thereof by
first-class mail to the Holders of Securities of any series for which such
successor trustee is acting as trustee at their last addresses as they shall
appear in the Security register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
6.9. If the Issuer fails to mail such notice within ten days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Issuer.

                  SECTION 6.11. Merger, Conversion, Consolidation or Succession
to Business of Trustee. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided that such
corporation shall be eligible under the provisions of Section 6.8, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

                  In case at the time such successor to the Trustee shall
succeed to the trusts created by this Indenture any of the Securities of any
series shall have been authenticated but not delivered, any such successor to
the Trustee may adopt the certificate of authentication of any predecessor
Trustee and deliver such Securities so authenticated; and, in case at that time
any of the Securities of any series shall not have been authenticated, any
successor to the Trustee may authenticate such Securities either in the name of
any predecessor hereunder or in the name of the successor Trustee; and in all
such cases such certificate shall have the full force which it is anywhere in
the Securities of such series or in this Indenture provided that the certificate
of the Trustee shall have; provided, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities of any
series in the name of any predecessor Trustee shall apply only to its successor
or successors by merger, conversion or consolidation.

                                       34

<PAGE>

                                    ARTICLE 7

                         CONCERNING THE SECURITYHOLDERS

                  SECTION 7.1. Evidence of Action Taken by Securityholders. Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by a specified percentage
in principal amount of the Securityholders of any or all series may be embodied
in and evidenced by one or more instruments of substantially similar tenor
signed by such specified percentage of Securityholders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee. Proof of execution of any instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Sections 6.1 and 6.2) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Article.

                  SECTION 7.2. Proof of Execution of Instruments and of Holding
of Securities. Subject to Sections 6.1 and 6.2, the execution of any instrument
by a Securityholder or his agent or proxy may be proved in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee or in such
manner as shall be satisfactory to the Trustee. The holding of Securities shall
be proved by the Security register or by a certificate of the registrar thereof.
The Issuer may set a record date for purposes of determining the identity of
holders of Securities of any series entitled to vote or consent to any action
referred to in Section 7.1, which record date may be set at any time or from
time to time by notice to the Trustee, for any date or dates (in the case of any
adjournment or reconsideration) not more than 60 days nor less than five days
prior to the proposed date of such vote or consent, and thereafter,
notwithstanding any other provisions hereof, only holders of Securities of such
series of record on such record date shall be entitled to so vote or give such
consent or revoke such vote or consent.

                  SECTION 7.3. Holders to be Treated as Owners. The Issuer, the
Trustee and any agent of the Issuer or the Trustee may deem and treat the person
in whose name any Security shall be registered upon the Security register for
such series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and, subject to the provisions of this Indenture, interest on such Security
and for all other purposes; and neither the Issuer nor the Trustee nor any agent
of the Issuer or the Trustee shall be affected by any notice to the contrary.
All such payments so made to any such person, or upon his order, shall be valid,
and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon any such Security.

                                       35

<PAGE>

                  SECTION 7.4. Securities Owned by Issuer Deemed Not
Outstanding. In determining whether the Holders of the requisite aggregate
principal amount of Outstanding Securities of any or all series have concurred
in any direction, consent or waiver under this Indenture, Securities which are
owned by the Issuer or any other obligor on the Securities with respect to which
such determination is being made or by any person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Issuer or any other obligor on the Securities with respect to which such
determination is being made shall be disregarded and deemed not to be
Outstanding for the purpose of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver only Securities which the Trustee knows are so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Issuer or any other obligor upon the
Securities or any person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Issuer or any other obligor on
the Securities. In case of a dispute as to such right, the advice of counsel
shall be full protection in respect of any decision made by the Trustee in
accordance with such advice. Upon request of the Trustee, the Issuer shall
furnish to the Trustee promptly an Officers' Certificate listing and identifying
all Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above-described persons; and, subject to Sections 6.1 and
6.2, the Trustee shall be entitled to accept such Officers' Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

                  SECTION 7.5. Right of Revocation of Action Taken. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
7.1, of the taking of any action by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action, any Holder of a
Security the serial number of which is shown by the evidence to be included
among the serial numbers of the Securities the Holders of which have consented
to such action may, by filing written notice at the Corporate Trust Office and
upon proof of holding as provided in this Article, revoke such action so far as
concerns such Security. Except as aforesaid any such action taken by the Holder
of any Security shall be conclusive and binding upon such Holder and upon all
future Holders and owners of such Security and of any Securities issued in
exchange or substitution therefor, irrespective of whether or not any notation
in regard thereto is made upon any such Security. Any action taken by the
Holders of the percentage in aggregate principal amount of the Securities of any
or all series, as the case may be, specified in this Indenture in connection
with such action shall be conclusively binding upon the Issuer, the Trustee and
the Holders of all the Securities affected by such action.

                                       36

<PAGE>

                                    ARTICLE 8

                             SUPPLEMENTAL INDENTURES

                  SECTION 8.1. Supplemental Indentures Without Consent of
Securityholders. The Issuer, when authorized by a resolution of its Board of
Directors, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto for one or more of the following
purposes:

                           (a)      to convey, transfer, assign, mortgage or
pledge to the Trustee as security for the Securities of one or more series any
property or assets;

                           (b)      to evidence the succession of another
corporation to the Issuer, or successive successions, and the assumption by the
successor corporation of the covenants, agreements and obligations of the Issuer
pursuant to Article Nine;

                           (c)      to add to the covenants of the Issuer such
further covenants, restrictions, conditions or provisions as its Board of
Directors and the Trustee shall consider to be for the protection of the Holders
of Securities, and to make the occurrence, or the occurrence and continuance, of
a default in any such additional covenants, restrictions, conditions or
provisions an Event of Default permitting the enforcement of all or any of the
several remedies provided in this Indenture as herein set forth; provided, that
in respect of any such additional covenant, restriction, condition or provision
such supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such an Event
of Default or may limit the remedies available to the Trustee upon such an Event
of Default or may limit the right of the Holders of a majority in aggregate
principal amount of the Securities of such series to waive such an Event of
Default;

                           (d)      to cure any ambiguity or to correct or
supplement any provision contained herein or in any supplemental indenture which
may be defective or inconsistent with any other provision contained herein or in
any supplemental indenture; or to make such other provisions in regard to
matters or questions arising under this Indenture or under any supplemental
indenture as the Board of Directors may deem necessary or desirable and which
shall not adversely affect the interests of the Holders of the Securities in any
material respect;

                           (e)      to establish the forms or terms of
Securities of any series as permitted by Sections 2.1 and 2.3;

                           (f)      to evidence and provide for the acceptance
of appointment hereunder by a successor trustee with respect to the Securities
of one or more series and

                                       37

<PAGE>

to add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, pursuant to the requirements of Section
6.10; and

                           (g)      to add to or change any of the provisions of
this Indenture to such extent as shall be necessary to permit or facilitate the
issuance of Securities in bearer form, registrable or not registrable as to
principal, and with or without interest coupons, or to permit or facilitate the
issuance of Securities in uncertificated form; or

                           (h)      to change or eliminate any of the provisions
of this Indenture including, without limitation, any of the provisions set forth
in Article Fourteen, provided that any such change or elimination shall become
effective only as to Securities of any series created after the execution of
such supplemental indenture.

                           (i)      to make provision with respect to the
conversion rights of Holders pursuant to the requirements of Article Thirteen,
including providing for the conversion of the Securities into any security
(other than the Common Stock of the Issuer) or property of the Issuer.

                  The Trustee is hereby authorized to join with the Issuer in
the execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be therein contained and to
accept the conveyance, transfer, assignment, mortgage or pledge of any property
thereunder, but the Trustee shall not be obligated to enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

                  Any supplemental indenture authorized by the provisions of
this Section may be executed without the consent of the Holders of any of the
Securities at the time outstanding, notwithstanding any of the provisions of
Section 8.2.

                  SECTION 8.2. Supplemental Indentures With Consent of
Securityholders. With the consent (evidenced as provided in Article Seven) of
the Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding of all series affected by such supplemental
indenture (voting as one class), the Issuer, when authorized by a resolution of
its Board of Directors, and the Trustee may, from time to time and at any time,
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner the rights of the Holders of the Securities of each such series;
provided, that no such supplemental indenture shall (a) extend the final
maturity of any Security, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce any amount
payable on redemption thereof, or reduce the amount of the principal of an
Original Issue Discount

                                       38

<PAGE>

Security that would be due and payable upon an acceleration of the maturity
thereof pursuant to Section 5.1 or the amount thereof provable in bankruptcy
pursuant to Section 5.2, or change the currency of payment of principal of or
interest on any Security, or extend the time or reduce the amount of any payment
to any sinking fund or analogous obligation relating to any Security, or impair
or affect the right of any Securityholder to institute suit for the payment
thereof or, if the Securities provide therefor, any right of repayment at the
option of the Securityholder, or modify the provisions of this Indenture with
respect to the subordination of Securities of any series in a manner adverse to
the Holders, without the consent of the Holder of each Security so affected, or
(b) reduce the aforesaid percentage of Securities of any series, the consent of
the Holders of which is required for any such supplemental indenture, without
the consent of the Holders of each Security so offered, or (c) if applicable,
make any change that adversely affects the right to convert any Security to
which the provisions of Article Thirteen are applicable or, except as provided
in this Indenture, decrease the conversion rate or increase the conversion price
of any such Security, without the consent of the Holder of each Security so
affected, or (d) reduce to percentage of Securities of any series necessary to
consent to waive any past default under this Indenture to less than a majority,
without the consent of the Holders of each Security so affected, or (e) modify
any of the provisions of this Section 8.2, except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Security
affected thereby, provided, however, that this clause shall not be deemed to
require the consent of any Holder with respect to changes in the references to
"the Trustee" and concomitant changes in this Section, or the deletion of this
proviso, in accordance with the requirements of Section 6.9, 6.10, 6.11 and 8.2.

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

                  Upon the request of the Issuer, accompanied by a copy of a
resolution of the Board of Directors certified by the Secretary or an Assistant
Secretary of the Issuer authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of the consent of
Securityholders as aforesaid and other documents, if any, required by Section
7.1, the Trustee shall join with the Issuer in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

                                       39

<PAGE>

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

                  Promptly after the execution by the Issuer and the Trustee of
any supplemental indenture pursuant to the provisions of this Section, the
Issuer shall mail a notice thereof by first class mail to the Holders of
Securities of each series affected thereby at their addresses as they shall
appear on the registry books of the Issuer, setting forth in general terms the
substance of such supplemental indenture. Any failure of the Issuer to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

                  SECTION 8.3. Effect of Supplemental Indenture. Upon the
execution of any supplemental indenture pursuant to the provisions hereof, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Issuer and the Holders
of Securities of each series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

                  SECTION 8.4. Documents to be Given to Trustee. The Trustee,
subject to the provisions of Sections 6.1 and 6.2, may receive an Officers'
Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article Eight complies with the
applicable provisions of this Indenture.

                  SECTION 8.5. Notation on Securities In Respect of Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article may bear a notation in form approved by the Trustee for such series as
to any matter provided for by such supplemental indenture or as to any action
taken at any such meeting. If the Issuer or the Trustee shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Issuer,
authenticated by the Trustee and delivered in exchange for the Securities of
such series then outstanding.

                  SECTION 8.6. Subordination Unimpaired. No provision in any
supplemental indenture that affects the superior position of the holders of
Senior Indebtedness shall be effective against holders of Senior Indebtedness.

                                       40

<PAGE>

                                    ARTICLE 9

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

                  SECTION 9.1. Issuer May Consolidate, Etc., on Certain Terms.
The Issuer covenants that it will not merge into or consolidate with any other
Person, or sell, convey or lease all or substantially all of its assets to any
Person, and the Issuer shall not permit any Person to consolidate with or merge
into the Issuer or sell, convey or lease all or substantially all of its assets
to the Issuer unless (i) either the Issuer shall be the continuing corporation,
or the successor Person, or the Person which acquires by sale, conveyance or
lease all or substantially all the assets of the Issuer shall be a corporation
organized under the laws of the United States of America or any State thereof
and shall expressly assume the due and punctual payment of the principal of and
interest on all the Securities, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed or observed by the Issuer, including without
limitation, the conversion rights, if any, shall be provided for in accordance
with Article Thirteen, by supplemental indenture satisfactory to the Trustee,
executed and delivered to the Trustee by such corporation, and (ii) the Issuer
or such successor corporation, as the case may be, shall not, immediately after
such merger or consolidation, or such sale, conveyance or lease be in default in
the performance of any such covenant or condition.

                  SECTION 9.2. Successor Corporation Substituted. In case of any
such consolidation, merger, sale or conveyance, and following such an assumption
by the successor corporation, such successor corporation shall succeed to and be
substituted for the Issuer, with the same effect as if it had been named herein.
Such successor corporation may cause to be signed, and may issue either in its
own name or in the name of the Issuer prior to such succession any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Issuer and delivered to the Trustee; and, upon the order of such successor
corporation instead of the Issuer and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Issuer to the Trustee for authentication, and
any Securities which such successor corporation thereafter shall cause to be
signed and delivered to the Trustee for that purpose. All of the Securities so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such Securities had been issued at
the date of the execution hereof.

                  In case of any such consolidation, merger, sale, lease or
conveyance such changes in phraseology and form (but not in substance) may be
made in the Securities thereafter to be issued as may be appropriate.

                                       41

<PAGE>

                  In the event of any such sale or conveyance (other than a
conveyance by way of lease) and the assumption of the obligations and covenants
under the Securities and this Indenture in accordance with Section 9.1 the
Issuer shall be discharged from all obligations and covenants under this
Indenture and the Securities and the Issuer may be liquidated and dissolved.

                  SECTION 9.3. Opinion of Counsel to Trustee. The Trustee,
subject to the provisions of Sections 6.1 and 6.2, may receive an Opinion of
Counsel, prepared in accordance with Section 11.5, as conclusive evidence that
any such consolidation, merger, sale, lease or conveyance, and any such
assumption, and any such liquidation or dissolution, complies with the
applicable provisions of this Indenture.

                                   ARTICLE 10

            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

                  SECTION 10.1. Satisfaction and Discharge of Indenture. If at
any time (a) the Issuer shall have paid or caused to be paid the principal of
and interest on all the Securities of any series outstanding hereunder (other
than Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 2.9) as and when the same shall have
become due and payable, or (b) the Issuer shall have delivered to the Trustee
for cancellation all Securities of any series theretofore authenticated (other
than any Securities of such series which shall have been destroyed, lost or
stolen and which shall have been replaced or paid as provided in Section 2.9) or
(c)(i) all the Securities of such series not theretofore delivered to the
Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and (ii) the Issuer shall have irrevocably
deposited or caused to be deposited with the Trustee as trust funds the entire
amount in cash (other than moneys repaid by the Trustee or any paying agent to
the Issuer in accordance with Section 10.4) or direct obligations of the United
States of America, backed by its full faith and credit ("Government
Obligations"), maturing as to principal and interest in such amounts and at such
times as will insure the availability of cash sufficient to pay at maturity or
upon redemption all Securities of such series (other than any Securities of such
series which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.9) not theretofore delivered to the
Trustee for cancellation, including principal and interest due or to become due
to such date of maturity as the case may be, and if, in any such case, the
Issuer shall also pay or cause to be paid all other sums payable hereunder by
the Issuer with respect to Securities of such series, then this Indenture shall
cease to be of further effect with respect to Securities of such series (except
as to (i) rights of registration of transfer and exchange, and the Issuer's
right of optional redemption, (ii) substitution of mutilated, defaced,
destroyed, lost or stolen Securities, (iii) rights of holders to receive

                                       42

<PAGE>

payments of principal thereof and interest thereon upon the original stated due
dates thereof (but not upon acceleration), and remaining rights of the holders
to receive mandatory sinking fund payments, if any, (iv) the rights, obligations
and immunities of the Trustee hereunder and (v) the rights of the
Securityholders of such series as beneficiaries hereof with respect to the
property so deposited with the Trustee payable to all or any of them), and the
Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an
Opinion of Counsel and at the cost and expense of the Issuer, shall execute
proper instruments acknowledging such satisfaction of and discharging this
Indenture with respect to such series; provided, that the rights of Holders of
the Securities to receive amounts in respect of principal of and interest on the
Securities held by them shall not be delayed longer than required by
then-applicable mandatory rules or policies of any securities exchange upon
which the Securities are listed. The Issuer agrees to reimburse the Trustee for
any costs or expenses thereafter reasonably and properly incurred and to
compensate the Trustee for any services thereafter reasonably and properly
rendered by the Trustee in connection with this Indenture or the Securities of
such series.

                  SECTION 10.2. Application By Trustee of Funds Deposited for
Payment of Securities. Subject to Section 10.4, all moneys deposited with the
Trustee pursuant to Section 10.1 shall be held in trust and applied by it to the
payment, either directly or through any paying agent (including the Issuer
acting as its own paying agent), to the Holders of the particular Securities of
such series for the payment or redemption of which such moneys have been
deposited with the Trustee, of all sums due and to become due thereon for
principal and interest; but such money need not be segregated from other funds
except to the extent required by law.

                  SECTION 10.3. Repayment of Moneys Held By Paying Agent. In
connection with the satisfaction and discharge of this Indenture with respect to
Securities of any series, all moneys then held by any paying agent under the
provisions of this Indenture with respect to such series of Securities shall,
upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon
such paying agent shall be released from all further liability with respect to
such moneys.

                  SECTION 10.4. Return of Moneys Held By Trustee and Paying
Agent Unclaimed For Three Years. Any moneys or government obligations deposited
with or paid to the Trustee or any paying agent for the payment of the principal
of or interest on any Security of any series and not applied but remaining
unclaimed for three years after the date upon which such principal or interest
shall have become due and payable, shall, upon the written request of the Issuer
and unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property law, be repaid to the Issuer by the Trustee for
such series or such paying agent, and the Holder of the Security of such series
shall, unless otherwise required by mandatory provisions of applicable escheat
or abandoned or unclaimed property laws, thereafter look only to the Issuer for

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<PAGE>

any payment which such Holder may be entitled to collect, and all liability of
the Trustee or any paying agent with respect to such moneys shall thereupon
cease.

                                   ARTICLE 11

                            MISCELLANEOUS PROVISIONS

                  SECTION 11.1. Incorporators, Stockholders, Officers and
Directors of Issuer Exempt From Individual Liability. No recourse under or upon
any obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future stockholder,
officer or director, as such, of the Issuer or of any successor, either directly
or through the Issuer or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities by the holders thereof and as
part of the consideration for the issue of the Securities.

                  SECTION 11.2. Provisions of Indenture for the Sole Benefit of
Parties and Securityholders. Nothing in this Indenture or in the Securities,
expressed or implied, shall give or be construed to give to any person, firm or
corporation, other than the parties hereto and their successors and the Holders
of the Securities, any legal or equitable right, remedy or claim under this
Indenture or under any covenant or provision herein contained, all such
covenants and provisions being for the sole benefit of the parties hereto and
their successors and of the Holders of the Securities.

                  SECTION 11.3. Successors and Assigns of Issuer Bound By
Indenture. All the covenants, stipulations, promises and agreements in this
Indenture contained by or in behalf of the Issuer shall bind its successors and
assigns, whether so expressed or not.

                  SECTION 11.4. Notices and Demands on Issuer, Trustee and
Securityholders. Any notice or demand which by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the Holders
of Securities to or on the Issuer may be given or served by being deposited
postage prepaid, first-class mail (except as otherwise specifically provided
herein) addressed (until another address of the Issuer is filed by the Issuer
with the Trustee) to The Chubb Corporation, 15 Mountain View Road, P.O. Box
1615, Warren, NJ 07061-1615, Attn: Treasurer. Any notice, direction, request or
demand by the Issuer or any Securityholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made at Bank One Trust Company, N.A.,153 West 51st Street, New York, New York
10019.

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<PAGE>

                  Where this Indenture provides for notice to Holders, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder entitled
thereto, at the last address of the Securityholder as it appears in the Security
register. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

                  In case, by reason of the suspension of or irregularities in
regular mail service, it shall be impracticable to mail notice to the Issuer and
Securityholders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.

                  SECTION 11.5. Officers' Certificates and Opinions of Counsel;
Statements to be Contained Therein. Upon any application or demand by the Issuer
to the Trustee to take any action under any of the provisions of this Indenture,
the Issuer shall furnish to the Trustee an Officers' Certificate stating that
all conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

                  Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (a) a statement that the person
making such certificate or opinion has read such covenant or condition, (b) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based, (c) a statement that, in the opinion of such person, he or she has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

                  Any certificate, statement or opinion of an officer of the
Issuer may be based, insofar as it relates to legal matters, upon a certificate
or opinion of or representations by counsel, unless such officer knows that the
certificate or opinion or

                                       45

<PAGE>

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

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

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

                  SECTION 11.6. Payments Due On Saturdays, Sundays and Holidays.
If the date of maturity of interest on or principal of the Securities of any
series or the date fixed for redemption or repayment of any such Security or the
last day on which a Holder has the right to convert a Security at a particular
conversion price shall not be a Business Day, then payment of interest or
principal, or any conversion need not be made on such date, but may be made on
the next succeeding Business Day with the same force and effect as if made on
the date of maturity or the date fixed for redemption, and no interest shall
accrue for the period after such date.

                  SECTION 11.7. Conflict of Any Provision of Indenture With
Trust Indenture Act of 1939. If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with another provision included in this
Indenture by operation of Sections 310 to 318, inclusive, of the Trust Indenture
Act of 1939 (an "incorporated" provision), such incorporated provision shall
control.

                  SECTION 11.8. New York Law to Govern. This Indenture and each
Security shall be deemed to be a contract under the laws of the State of New
York, and for all purposes shall be construed in accordance with the laws of
such State.

                  SECTION 11.9. Counterparts. This Indenture may be executed in
any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

                                       46

<PAGE>

                  SECTION 11.10. Effect of Headings. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.

                                   ARTICLE 12

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

                  SECTION 12.1. Applicability of Article. The provisions of this
Article shall be applicable to the Securities of any series which are redeemable
before their maturity or to any sinking fund for the retirement of Securities of
a series except as otherwise specified as contemplated by Section 2.3 for
Securities of such series.

                  SECTION 12.2. Notice of Redemption; Partial Redemptions.
Notice of redemption to the Holders of Securities of any series to be redeemed
as a whole or in part at the option of the Issuer shall be given by mailing
notice of such redemption by first class mail, postage prepaid, at least 30 days
and not more than 60 days prior to the date fixed for redemption to such Holders
of Securities of such series at their last addresses as they shall appear upon
the registry books. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
Holder receives the notice. Failure to give notice by mail, or any defect in the
notice to the Holder of any Security of a series designated for redemption as a
whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security of such series.

                  The notice of redemption to each such Holder shall specify (i)
the principal amount of each Security of such series held by such Holder to be
redeemed, (ii) the date fixed for redemption, (iii) the redemption price, (iv)
the place or places of payment, (v) that payment will be made upon presentation
and surrender of such Securities, (vi) that such redemption is pursuant to the
mandatory or optional sinking fund, or both, if such be the case, (vii) that
interest accrued to the date fixed for redemption will be paid as specified in
such notice and that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue and (viii) if applicable, the
conversion price, and that the date on which the right to convert the principal
of the Securities or the portions thereof to be redeemed will terminate will be
the date fixed for redemption and the place or places where such Securities may
be surrendered for conversion. In case any Security of a series is to be
redeemed in part only the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
date fixed for redemption, upon surrender of such Security, a new Security or
Securities of such series in any authorized denomination and in principal amount
equal to the unredeemed portion thereof will be issued.

                                       47

<PAGE>

                  The notice of redemption of Securities of any series to be
redeemed at the option of the Issuer shall be given by the Issuer or, at the
Issuer's request, by the Trustee in the name and at the expense of the Issuer.

                  At least one Business Day prior to the redemption date
specified in the notice of redemption given as provided in this Section, the
Issuer will deposit with the Trustee or with one or more paying agents (or, if
the Issuer is acting as its own paying agent, set aside, segregate and hold in
trust as provided in Section 3.4) an amount of money sufficient to redeem on the
redemption date all the Securities of such series so called for redemption at
the appropriate redemption price, together with accrued interest to the date
fixed for redemption, other than any Securities called for redemption on that
date which have been converted prior to the date of such deposit. If less than
all the outstanding Securities of a series are to be redeemed, the Issuer will
deliver to the Trustee at least 70 days prior to the date fixed for redemption
an Officers' Certificate stating the aggregate principal amount of Securities to
be redeemed.

                  If any Security or portion thereof called for redemption is
converted, any money deposited with the Trustee or with any paying agent or so
segregated and held in trust for the redemption of such Security or portion
thereof shall (subject to any right of the Holder of such Security or any
predecessor Security to receive interest as provided in the last paragraph of
Section 2.7) be paid to the Issuer upon Issuer request or, if then held by the
Issuer, shall be discharged from such trust.

                  If less than all the Securities of a series are to be
redeemed, the Trustee shall select, in the manner specified in such Securities
or specified pursuant to Section 2.3, or, if no manner is specified in the
Securities or pursuant to Section 2.3, then in such manner as it shall deem
appropriate and fair, Securities of such Series to be redeemed in whole or in
part. Securities may be redeemed in part in an amount equal to any authorized
denomination for Securities of such series. If any Security selected for partial
redemption is converted in part before termination of the conversion right with
respect to the portion of the Security so selected, the converted portion of
such Security shall be deemed (so far as may be) to be the portion selected for
redemption. Securities which have been converted during a selection of
Securities to be redeemed shall be treated by the Trustee as Outstanding for the
purpose of such selection.

                  The Trustee shall promptly notify the Issuer in writing of the
Securities of such series selected for redemption and, in the case of any
Securities of such series selected for partial redemption, the principal amount
thereof to be redeemed. For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities of
any series shall relate, in the case of any Security redeemed or to be redeemed
only in part, to the portion of the principal amount of such Security which has
been or is to be redeemed.

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<PAGE>

                  SECTION 12.3. Payment of Securities Called For Redemption. If
notice of redemption has been given as above provided, the Securities or
portions of Securities specified in such notice shall become due and payable on
the date and at the place stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption, and on
and after said date (unless the Issuer shall default in the payment of such
Securities at the redemption price, together with interest accrued to said date)
interest on the Securities or portions of Securities so called for redemption
shall cease to accrue and, except as provided in Sections 6.5 and 10.4, such
Securities shall cease from and after the date fixed for redemption to be
entitled to any benefit or security under this Indenture, and the Holders
thereof shall have no right in respect of such Securities except the right to
receive the redemption price thereof and unpaid interest to the date fixed for
redemption. On presentation and surrender of such Securities at a place of
payment specified in said notice, said Securities or the specified portions
thereof shall be paid and redeemed by the Issuer at the applicable redemption
price, together with interest accrued thereon to the date fixed for redemption;
provided that any installment of interest becoming due on or prior to the date
fixed for redemption shall be payable to the Holders of such Securities
registered as such on the relevant record date subject to the terms and
provisions of Section 2.4 hereof.

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate of
interest or Yield to Maturity (in the case of an Original Issue Discount
Security) borne by the Security.

                  Upon presentation of any Security redeemed in part only, the
Issuer shall execute and the Trustee shall authenticate and deliver to or on the
order of the Holder thereof, at the expense of the Issuer, a new Security or
Securities of such series, of authorized denominations, in principal amount
equal to the unredeemed portion of the Security so presented.

                  SECTION 12.4. Exclusion of Certain Securities From Eligibility
For Selection For Redemption. If this Section has been specified in accordance
with Section 2.3 to be applicable to the Securities of any series, then
Securities or such series shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in a
written statement signed by an authorized officer of the Issuer and delivered to
the Trustee at least 40 days prior to the last date on which notice of
redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by either (a) the Issuer or (b) an entity specifically
identified in such written statement directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer.

                  SECTION 12.5. Mandatory and Optional Sinking Funds. The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series

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<PAGE>

is herein referred to as a "mandatory sinking fund payment", and any payment in
excess of such minimum amount provided for by the terms of Securities of any
series is herein referred to as an "optional sinking fund payment". The date on
which a sinking fund payment is to be made is herein referred to as the "sinking
fund payment date".

                  If this paragraph has been specified in accordance with
Section 2.3 to be applicable to the Securities of any series, then in lieu of
making all or any part of any mandatory sinking fund payment with respect to any
series of Securities in cash, the Issuer may at its option (a) deliver to the
Trustee Securities of such series theretofore purchased or otherwise acquired
(except upon redemption pursuant to the mandatory sinking fund) by the Issuer or
receive credit for Securities of such series (not previously so credited)
theretofore purchased or otherwise acquired (except as aforesaid) by the Issuer
and delivered to the Trustee for cancellation pursuant to Section 2.7, (b)
receive credit for Securities of a series which have been converted pursuant to
Article Thirteen, (c) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section, or (d) receive credit for
Securities of such series (not previously so credited) redeemed by the Issuer
through any optional redemption provision contained in the terms of such series.
Securities so delivered or credited shall be received or credited by the Trustee
at the sinking fund redemption price specified in such Securities.

                  Unless this paragraph has been specified in accordance with
Section 2.3 to be inapplicable to the Securities of any series, an amount equal
to 20% of the aggregate principal amount of Securities of any series that have
been repurchased by the Issuer and canceled by the Trustee or delivered to the
Trustee for cancellation shall be credited (without crediting any portion of
such Securities more than once with respect to any particular sinking fund
payment) against, and shall thereby reduce, the aggregate amount of the next
succeeding and each subsequent sinking fund payment required to be made with
respect to Securities of such series.

                  On or before the sixtieth day next preceding each sinking fund
payment date for any series, the Issuer will deliver to the Trustee a written
statement (which need not contain the statements required by Section 11.5)
signed by an authorized officer of the Issuer (a) specifying the portion of the
mandatory sinking fund payment to be satisfied by payment of cash and the
portion to be satisfied by credit of Securities of such series, (b) stating that
none of such Securities of such series has theretofore been so credited, (c)
stating that no defaults in the payment of interest or Events of Default with
respect to such series have occurred (which have not been waived or cured) and
are continuing and (d) stating whether or not the Issuer intends to exercise its
right to make an optional sinking fund payment with respect to such series and,
if so, specifying the amount of such optional sinking fund payment which the
Issuer intends to pay on or before the next succeeding sinking fund payment
date. Any Securities of such series to be credited and required to be delivered
to the Trustee in order for the Issuer to be entitled to credit therefor as
aforesaid which have not theretofore been delivered to the

                                       50

<PAGE>

Trustee shall be delivered for cancellation pursuant to Section 2.10 to the
Trustee with such written statement (or reasonably promptly thereafter if
acceptable to the Trustee). Such written statement shall be irrevocable and upon
its receipt by the Trustee the Issuer shall become unconditionally obligated to
make all the cash payments therein referred to, if any, on or before the next
succeeding sinking fund payment date. Failure of the Issuer, on or before any
such sixtieth day, to deliver such written statement and Securities specified in
this paragraph, if any, shall not constitute a default but shall constitute, on
and as of such date, the irrevocable election of the Issuer (i) that the
mandatory sinking fund payment for such series due on the next succeeding
sinking fund payment date shall be paid entirely in cash without the option to
deliver or credit Securities of such series in respect thereof and (ii) that the
Issuer will make no optional sinking fund payment with respect to such series as
provided in this Section.

                  If the sinking fund payment or payments (mandatory or optional
or both) to be made in cash on the next succeeding sinking fund payment date
plus any unused balance of any preceding sinking fund payments made in cash
shall exceed $50,000 (or a lesser sum if the Issuer shall so request) with
respect to the Securities of any particular series, such cash shall be applied
on the next succeeding sinking fund payment date to the redemption of Securities
of such series at the sinking fund redemption price together with accrued
interest to the date fixed for redemption. If such amount shall be $50,000 or
less and the Issuer makes no such request then it shall be carried over until a
sum in excess of $50,000 is available. The Trustee shall select, in the manner
provided in Section 12.2, for redemption on such sinking fund payment date a
sufficient principal amount of Securities of such series to absorb said cash, as
nearly as may be, shall (if requested in writing by the Issuer) inform the
Issuer of the serial numbers of the Securities of such series (or portions
thereof) so selected. Securities of any series which are (a) owned by the Issuer
or an entity known by the Trustee to be directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer, as
shown by the Security register, and not known to the Trustee to have been
pledged or hypothecated by the Issuer or any such entity or (b) identified in an
Officers' Certificate at least 60 days prior to the sinking fund payment date as
being beneficially owned by, and not pledged or hypothecated by, the Issuer or
an entity directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer shall be excluded from Securities of
such series eligible for selection for redemption. The Trustee, in the name and
at the expense of the Issuer (or the Issuer, if it shall so request the Trustee
in writing) shall cause notice of redemption of the Securities of such series to
be given in substantially the manner provided in Section 12.2 (and with the
effect provided in Section 12.3) for the redemption of Securities of such series
in part at the option of the Issuer. The amount of any sinking fund payments not
so applied or allocated to the redemption of Securities of such series shall be
added to the next cash sinking fund payment for such series and, together with
such payment, shall be applied in accordance with the provisions of this
Section. Any and all sinking fund moneys held on the stated maturity date of the
Securities of any particular series (or earlier, if such maturity is

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<PAGE>

accelerated), which are not held for the payment or redemption of particular
Securities of such series shall be applied, together with other moneys, if
necessary, sufficient for the purpose, to the payment of the principal of, and
interest on, the Securities of such series at maturity.

                  At least one Business Day before each sinking fund payment
date, the Issuer shall pay to the Trustee in cash or shall otherwise provide for
the payment of all interest accrued to the date fixed for redemption on
Securities to be redeemed on the next following sinking fund payment date.

                  The Trustee shall not redeem or cause to be redeemed any
Securities of a series with sinking fund moneys or mail any notice of redemption
of Securities for such series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of any
Event of Default except that, where the mailing of notice of redemption of any
Securities shall theretofore have been made, the Trustee shall redeem or cause
to be redeemed such Securities, provided that it shall have received from the
Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in
the sinking fund for such series at the time when any such default or Event of
Default shall occur, and any moneys thereafter paid into the sinking fund,
shall, during the continuance of such default or Event of Default, be deemed to
have been collected under Article Five and held for the payment of all such
Securities. In case such Event of Default shall have been waived as provided in
Section 5.10 or the default cured on or before the sixtieth day preceding the
sinking fund payment date in any year, such moneys shall thereafter be applied
on the next succeeding sinking fund payment date in accordance with this Section
to the redemption of such Securities.

                                   ARTICLE 13

                            CONVERSION OF SECURITIES

                  SECTION 13.1. Applicability of Article. The provisions of this
Article shall be applicable to the Securities of any series which are
convertible into shares of Common Stock of the Issuer, and the issuance of such
shares of Common Stock upon the conversion of such Securities, except as
otherwise specified as contemplated by Section 2.3 for the Securities of such
series.

                  SECTION 13.2. Exercise of Conversion Privilege. In order to
exercise a conversion privilege, the Holder of a Security of a series with such
a privilege shall surrender such Security to the Issuer at the office or agency
maintained for that purpose, accompanied by written notice, in the form set
forth in or prescribed by such Security, to the Issuer that the Holder elects to
convert such Security or a specified portion thereof. Such notice shall also
state, if different from the name and address of such Holder, the name or names
(with address) in which the certificate or certificates for shares of

                                       52

<PAGE>

Common Stock which shall be issuable on such conversion shall be issued.
Securities surrendered for conversion shall (if so required by the Issuer or the
Trustee) be duly endorsed by or accompanied by instruments of transfer in forms
satisfactory to the Issuer and the Trustee duly executed by the registered
Holder or its attorney duly authorized in writing; and Securities so surrendered
for conversion during the period from the close of business on any record date
to the opening of business on the next succeeding interest payment date
(excluding Securities or portions thereof called for redemption during such
period) shall also be accompanied by payment in funds acceptable to the Issuer
of an amount equal to the interest payable on such interest payment date on the
principal amount of such Security then being converted, and such interest shall
be payable to such registered Holder notwithstanding the conversion of such
Security, subject to the provisions of Section 2.7 relating to the payment of
defaulted interest by the Issuer. As promptly as practicable after the receipt
of such notice and of any payment required pursuant to a Board Resolution and,
subject to Section 2.4, set forth, or determined in the manner provided, in an
Officers' Certificate, or established in one or more indentures supplemental
hereto setting forth the terms of such series of Security, and the surrender of
such Security in accordance with such reasonable regulations as the Issuer may
prescribe, the Issuer shall issue and shall deliver, at the office or agency at
which such Security is surrendered, to such Holder or on its written order, a
certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such Security (or specified portion thereof), in
accordance with the provisions of such Board Resolution, Officers' Certificate
or supplemental indenture, and cash as provided therein in respect of any
fractional share of such Common Stock otherwise issuable upon such conversion.
Such conversion shall be deemed to have been effected immediately prior to the
close of business on the date on which such notice and such payment, if
required, shall have been received in proper order for conversion by the Issuer
and such Security shall have been surrendered as aforesaid (unless such Holder
shall have so surrendered such Security and shall have instructed the Issuer to
effect the conversion on a particular date following such surrender and such
Holder shall be entitled to convert such Security on such date, in which case
such conversion shall be deemed to be effected immediately prior to the close of
business on such date) and at such time the rights of the Holder of such
Security as such Security Holder shall cease and the person or persons in whose
name or names any certificate or certificates for shares of Common Stock of the
Issuer shall be issuable upon such conversion shall be deemed to have become the
Holder or Holders of record of the shares represented thereby. Except as set
forth above and subject to the final paragraph of Section 2.7, no payment or
adjustment shall be made upon any conversion on account of any interest accrued
on the Securities surrendered for conversion or on account of any dividends on
the Common Stock of the Issuer issued upon such conversion.

                  In the case of any Security which is converted in part only,
upon such conversion the Issuer shall execute and the Trustee shall authenticate
and deliver to or on the order of the Holder thereof, at the expense of the
Issuer, a new Security or Securities

                                       53

<PAGE>

of the same series, of authorized denominations, in aggregate principal amount
equal to the unconverted portion of such Security.

                  SECTION 13.3. No Fractional Shares. No fractional share of
Common Stock of the Issuer shall be issued upon conversions of Securities of any
series. If more than one Security shall be surrendered for conversion at one
time by the same Holder, the number of full shares which shall be issuable upon
conversion shall be computed by the Issuer on the basis of the aggregate
principal amount of the Securities (or specified portions thereof to the extent
permitted hereby) so surrendered. If, except for the provisions of this Section
13.3, any Holder of a Security or Securities would be entitled to a fractional
share of Common Stock of the Issuer upon the conversion of such Security or
Securities, or specified portions thereof, the Issuer shall pay to such Holder
an amount in cash equal to the current market value of such fractional share
computed, (i) if such Common Stock is listed or admitted to unlisted trading
privileges on a national securities exchange, on the basis of the last reported
sale price regular way on such exchange on the last trading day prior to the
date of conversion upon which such a sale shall have been effected, or (ii) if
such Common Stock is not at the time so listed or admitted to unlisted trading
privileges on a national securities exchange, on the basis of the average of the
bid and asked prices of such Common Stock in the over-the-counter market, on the
last trading day prior to the date of conversion, as reported by the National
Association of Securities Dealers Automated Quotation System, or if not so
available, the fair market price as determined by the Board of Directors. For
purposes of this Section, "trading day" shall mean each Monday, Tuesday,
Wednesday, Thursday and Friday other than any day on which the Common Stock is
not traded on the New York Stock Exchange, or if the Common Stock is not traded
on the New York Stock Exchange, on the principal exchange or market on which the
Common Stock is traded or quoted. The Trustee shall not have any responsibility
with respect to the computation of the Conversion Price, and may conclusively
rely upon the Issuer's determination thereof.

                  SECTION 13.4. Adjustment of Conversion Price. The Conversion
Price in effect at any time shall be subject to adjustment as follows:

                           (a)      In case the Issuer shall (i) pay a dividend
in or make a distribution of shares of its capital stock (whether shares of
Common Stock or of capital stock of any other class), (ii) subdivide its
outstanding shares of Common Stock, (iii) combine its outstanding shares of
Common Stock into a smaller number of shares or (iv) issue by reclassification
of its shares of Common Stock any shares of capital stock of the Issuer, the
conversion price in effect immediately prior to such action shall be adjusted by
the Issuer so that the holder of any Security thereafter surrendered for
conversion shall be entitled to receive the number of shares of capital stock of
the Issuer which he would have owned or been entitled to receive immediately
following such action had such Security been exchanged immediately prior
thereto. An adjustment made pursuant to this paragraph (a) shall become
effective retroactively immediately after the

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<PAGE>

record date in the case of a dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination
or reclassification. If, as a result of an adjustment made pursuant to this
paragraph (a), the holder of any Security thereafter surrendered for conversion
shall become entitled to receive shares of two or more classes of capital stock
of the Issuer, the Board of Directors (whose determination shall be conclusive)
shall determine the allocation of the adjusted exchange price between or among
shares of such classes of capital stock.

                           (b)      In case the Issuer shall issue rights or
warrants to all holders of its Common Stock entitling them (for a period
expiring within 45 days after the record date mentioned below) to subscribe for
or purchase shares of Common Stock at a price per share less than the then
current market price per share (as determined pursuant to paragraph (d) below)
on the record date mentioned below, the conversion price of the Common Stock
shall be adjusted so that the same shall equal the price determined by
multiplying the conversion price in effect immediately prior to the date of
issuance of such rights or warrants by a fraction of which the numerator shall
be the number of shares of Common Stock outstanding on the date of issuance of
such rights or warrants plus the number of shares of Common Stock which the
aggregate offering price of the total number of shares of Common Stock so
offered would purchase at such current market price and of which the denominator
shall be the number of shares of Common Stock outstanding on the date of
issuance of such rights or warrants plus the number of additional shares of
Common Stock offered for subscription or purchase. Such adjustment shall become
effective retroactively immediately after the record date for the determination
of stockholders entitled to receive such rights or warrants.

                           (c)      In case the Issuer shall distribute to all
holders of its Common Stock evidences of its indebtedness or assets (excluding
any cash dividend paid from retained earnings of the Issuer) or rights or
warrants to subscribe to securities of the Issuer (excluding those referred to
in Paragraph (b) above), then in each such case the conversion price shall be
adjusted so that the same shall equal the price determined by multiplying the
conversion price in effect immediately prior to the date of such distribution by
a fraction of which the numerator shall be the current market price per share
(determined as provided in paragraph (d) below) of Common Stock less the then
fair market value (as determined by the Board of Directors of the Issuer, whose
determination shall be conclusive) of the portion of the assets or evidences of
indebtedness so distributed or of such subscription rights or warrants
applicable to one share of Common Stock, and of which the denominator shall be
such current market price per share of the Common Stock on the record date
mentioned below. Such adjustment shall become effective retroactively
immediately after the record date for the determination of stockholders entitled
to receive such distribution.

                           (d)      For the purpose of any computation under
paragraphs (b) and (c) above, the current market price per share of Common Stock
on any date shall be

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<PAGE>

deemed to be the average of the daily closing prices for 10 consecutive Business
Days commencing 10 Business Days before the day in question. The closing price
for each day shall be the last reported sales price regular way on the New York
Stock Exchange ("NYSE"), or, if not reported for the NYSE, on the Composite
Tape, or, in case no such reported sale takes place on such day, the average of
the reported closing bid and asked quotations on the NYSE, or, if the Common
Stock is not listed on the NYSE or no such quotations are available, the average
of the high bid and low asked quotations in the over-the-counter market as
reported by the National Quotation Bureau, Incorporated, or similar
organization, or, if no such quotations are available, the fair market price as
determined by the Issuer (whose determination shall be conclusive).

                           (e)      In any case in which this Section 13.4 shall
require that an adjustment be made retroactively immediately following a record
date, the Issuer may elect to defer (but only until five Business Days following
the mailing by the Issuer of the Officer's Certificate described in paragraph
(j) below) issuing to the holder of any share converted after such record date
(i) the shares of Common Stock and other capital stock of the Issuer issuable
upon such conversion over and above (ii) the shares of Common Stock and other
capital stock of the Issuer issuable upon such conversion only on the basis of
the conversion price prior to adjustment.

                           (f)      In the case of either (i) any consolidation
or merger to which the Issuer is a party, other than a consolidation or a merger
in which the Issuer is a continuing corporation and which does not result in any
reclassification of, or change (other than a change in par value or from par
value to no par value or from no par value to par value, or as a result of a
subdivision or combination) in, outstanding shares of the Common Stock, or (ii)
any sale or conveyance to another corporation of the property of the Issuer as
an entirety or substantially as an entirety, then the holder of each Outstanding
Security shall have the right to exchange such Security into the kind and amount
of shares of stock and other securities and property (including cash) receivable
upon such consolidation, merger, sale or conveyance by a holder of the number of
shares of Common Stock issuable upon conversion of such Security immediately
prior to such consolidation, merger, sale or conveyance, subject to adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Section 13.4 assuming, in the case of any consolidation,
merger, sale or conveyance, such holder of Common Stock of the Issuer (i) is not
a Person with or into which the Issuer consolidated or merged or which merged
into the Issuer or to which such sale or conveyance was made, as the case may be
("constituent Person"), or an Affiliate of a constituent Person and (ii) failed
to exercise his rights of election, if any, as to the kind or amount of shares
of stock and other securities and property (including cash) receivable upon such
consolidation, merger, sale or conveyance (provided that if the kind or amount
of shares of stock and other securities and property (including cash) receivable
upon such consolidation, merger, sale or conveyance is not the same for each
share of Common Stock of the Issuer held immediately prior to such
consolidation, merger, sale or

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<PAGE>

conveyance by others 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 13.4 the kind and
amount of shares of stock and other securities and property (including cash)
receivable upon such consolidation, merger, sale or conveyance 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 provisions of this
paragraph (f) shall similarly apply to successive consolidations, mergers, sales
or conveyances.

                           (g)      No adjustment in the conversion price shall
be required unless such adjustment would require an increase or decrease of at
least 1% in such price; provided, however, that any adjustments which by reason
of this paragraph (g) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment; and, provided further that
adjustment shall be required and made in accordance with the provisions of this
Section 13.4 (other than this paragraph (g)) not later than such time as may be
required in order to preserve the tax-free nature of a distribution to the
holders of shares of Common Stock. All calculations under this Section 13.4
shall be made to the nearest cent or to the nearest one-hundredth of a share, as
the case may be. Anything in this Section 13.4 to the contrary notwithstanding,
the Issuer shall be permitted to make such reductions in the conversion price in
addition to those required by this Section 13.4 as it in its discretion shall
consider to be advisable in order that any stock dividends, subdivision of
shares, distribution of rights to purchase stock or securities, or distribution
of securities convertible into or exchangeable for stock hereafter made by the
Issuer to its stockholders shall not be taxable to the holders of the Common
Stock.

                           (h)      In the event that at any time as a result of
an adjustment made pursuant to paragraph (a) above, the holder of any Security
thereafter surrendered for conversion shall become entitled to receive any
shares of the Issuer other than shares of its Common Stock, thereafter the
conversion price of such other shares so receivable upon conversion of any
Security shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to
Common Stock contained in paragraphs (a) through (g) above, and the provisions
of Sections 13.1 through 13.3 and Sections 13.5 through 13.9 with respect to the
Common Stock shall apply on like or similar terms to any such other shares.

                           (i)      Before taking any action which would cause
an adjustment reducing the then equivalent conversion price to be below the then
par value of the Common Stock, the Issuer will take any corporate action which
may, in the opinion of its counsel, be necessary in order that the Issuer may
validly and legally issue fully paid and non-assessable shares of Common Stock
at the conversion price as so adjusted.

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                           (j)      Whenever the Conversion Price is adjusted as
herein provided, the Company shall promptly (i) file with the Trustee and each
additional conversion agent, if any, an Officer's Certificate setting forth the
Conversion Price after such adjustment and setting forth a brief statement of
the facts requiring such adjustment, which certificate shall be conclusive
evidence of the correctness of such adjustment, and (ii) mail or cause to be
mailed a notice of such adjustment to each Holder of Securities at his address
as the same appears on the registry books of the Company. Neither the Trustee
nor any conversion agent shall be under any responsibility to determine the
correctness of any adjustment to the Conversion Price to be made pursuant to
this Section.

                  SECTION 13.5. Notice of Certain Corporate Actions. In case:

                           (a)      the Issuer shall declare a dividend (or any
other distribution) on its Common Stock (other than dividends or distributions
which will not require an adjustment of the conversion price of Securities of
any series pursuant to Section 13.4); or

                           (b)      the Issuer shall authorize the granting to
the holders of its Common Stock of rights, options or warrants to subscribe for
or purchase any shares of capital stock of any class or of any other rights
(other than any such grant for which approval of any shareholders of the Issuer
is required or which will not require an adjustment of the conversion price of
Securities of any series pursuant to Section 13.4); or

                           (c)      of any reclassification of the Common Stock
of the Issuer (other than a subdivision or combination of its outstanding shares
of Common Stock, or any consolidation, merger or share exchange to which the
Issuer is a party and for which approval of any shareholders of the Issuer is
required or which will not require an adjustment of the conversion price of
Securities of any series pursuant to Section 13.4), or of the sale of all or
substantially all of the assets of the Issuer; or

                           (d)      of the voluntary or involuntary dissolution,
liquidation or winding up of the Issuer;

then the Issuer shall cause to be filed with the Trustee, and shall cause to be
mailed to all Holders at their last addresses as they shall appear in the
Securities Register, at least 20 days (or 10 days in any case specified in
clause (a) or (b) above) prior to the applicable record date hereinafter
specified, a notice stating (i) the date on which a record is to be taken for
the purpose of such dividend, distribution, rights, options or warrants, or, if
a record is not to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distribution, rights, options or
warrants are to be determined, or (ii) the date on which such reclassification,
consolidation, merger, share

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<PAGE>

exchange, sale, dissolution, liquidation or winding up is expected to become
effective, and the date as of which it is expected that holders of Common Stock
of record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, share exchange, sale, dissolution, liquidation or winding
up. If at any time the Trustee shall not be the conversion agent, a copy of such
notice shall also forthwith be filed by the Issuer with the conversion agent.

                  SECTION 13.6. Reservation of Shares of Common Stock. The
Issuer shall at all times reserve and keep available, free from preemptive
rights, out of its authorized but unissued Common Stock, for the purpose of
effecting the conversion of Securities, the full number of shares of Common
Stock of the Issuer then issuable upon the conversion of all outstanding
Securities of any series that have conversion rights.

                  SECTION 13.7. Payment of Certain Taxes Upon Conversion. The
Issuer will pay any and all taxes that may be payable in respect of the issue or
delivery of shares of its Common Stock on conversion of Securities pursuant
hereto. The Issuer shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the issue and delivery of shares
of its Common Stock in a name other than that of the Holder of the Security or
Securities to be converted, and no such issue or delivery shall be made unless
and until the person requesting such issue has paid to the Issuer the amount of
any such tax, or has established, to the satisfaction of the Issuer, that such
tax has been paid.

                  SECTION 13.8. Nonassessability. The Issuer covenants that all
shares of its Common Stock which may be issued upon conversion of Securities
will upon issue in accordance with the terms hereof be duly and validly issued
and fully paid and nonassessable.

                  SECTION 13.9. Effect of Consolidation or Merger on Conversion
Privilege. In case of any consolidation of the Issuer with, or merger of the
Issuer into or with any other Person, or in the case of a statutory share
exchange to which the Issuer is a party or in case of any sale or conveyance of
all or substantially all of the properties or assets of the Issuer (including
cash), the Issuer or the Person formed by such consolidation or the Person into
which the Issuer shall have been merged or the Person which shall have acquired
such assets, or the surviving entity in such share exchange, as the case may be,
shall execute and deliver to the Trustee a supplemental indenture providing that
the Holder of each Security then outstanding of any series that is convertible
into Common Stock of the Issuer shall have the right, which right shall be the
exclusive conversion right thereafter available to said Holder (until the
expiration of the conversion right of such Security), to convert such Security
into the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such consolidation, merger, share exchange,
conveyance or sale by a holder of the number of

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<PAGE>

shares of Common Stock of the Issuer into which such Security might have been
converted immediately prior to such consolidation, merger, share exchange,
conveyance or sale, subject to compliance with the other provisions of this
Indenture, such Security and such supplemental indenture. Such supplemental
indenture shall provide for adjustments which shall be as nearly equivalent as
may be practicable to the adjustments provided for in such Security. The above
provisions of this Section shall similarly apply to successive consolidation,
mergers, share exchanges, conveyances or sales. It is expressly agreed and
understood that anything in this Indenture to the contrary notwithstanding, if
pursuant to such merger, consolidation, share exchange, conveyance or sale,
holders of outstanding shares of Common Stock of the Issuer do not receive
shares of common stock of the surviving corporation but receive other
securities, cash or other property or any combination thereof, Holders of
Securities shall not have the right to thereafter convert their Securities into
common stock of the surviving corporation or the corporation which shall have
acquired such assets, but rather, shall have the right upon such conversion to
receive the other securities, cash or other property receivable by a holder of
the number of shares of Common Stock of the Issuer into which the Securities
held by such holder might have been converted immediately prior to such
consolidation, merger, share exchange, conveyance or sale, all as more fully
provided in the first sentence of this Section 13.9. Anything in this Section
13.9 to the contrary notwithstanding, the provisions of this Section 13.9 shall
not apply to a merger or consolidation of another corporation with or into the
Issuer or any share exchange to which the Issuer is a party pursuant to which
both of the following conditions are applicable: (i) the Issuer is the surviving
or successor corporation and (ii) the outstanding shares of Common Stock of the
Issuer are not changed or converted into any other securities or property
(including cash) or changed in number or character or reclassified pursuant to
the terms of such merger, consolidation or share exchange.

                  As evidence of the kind and amount of shares of stock or other
securities or property (including cash) into which Securities may properly be
convertible after any such consolidation, merger, share exchange, conveyance or
sale, or as to the appropriate adjustments of the conversion prices applicable
with respect thereto, the Trustee shall be furnished with and may accept the
certificate or opinion of an independent certified public accountant with
respect thereto; and, in the absence of bad faith on the part of the Trustee,
the Trustee may conclusively rely thereon, and shall not be responsible or
accountable to any Holder of Securities for any provision in conformity
therewith or approved by such independent certified accountant which may be
contained in said supplemental indenture.

                  SECTION 13.10. Duties of Trustee Regarding Conversion. Neither
the Trustee nor any conversion agent shall at anytime be under any duty or
responsibility to any Holder of Securities of any series that is convertible
into Common Stock of the Issuer to determine whether any facts exist which may
require any adjustment of the conversion price, or with respect to the nature or
extent of any such adjustment when made, or with

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<PAGE>

respect to the method employed, whether herein or in any supplemental indenture,
any resolutions of the Board of Directors or written instrument executed by one
or more officers of the Issuer provided to be employed in making the same.
Neither the Trustee nor any conversion agent shall be accountable with respect
to the validity or value (or the kind or amount) of any shares of Common Stock
of the Issuer, or of any securities or property, which may at any time be issued
or delivered upon the conversion of any Securities and neither the Trustee nor
any conversion agent makes any representation with respect thereto. Subject to
the provisions of Section 6.1, neither the Trustee nor any conversion agent
shall be responsible for any failure of the Issuer to issue, transfer or deliver
any shares of its Common Stock or stock certificates or other securities or
property upon the surrender of any Security for the purpose of conversion or to
comply with any of the covenants of the Issuer contained in this Article
Thirteen or in the applicable supplemental indenture, resolutions of the Board
of Directors or written instrument executed by one or more duly authorized
officers of the Issuer.

                  SECTION 13.11. Repayment of Certain Funds Upon Conversion. Any
funds which at any time shall have been deposited by the Issuer or on its behalf
with the Trustee or any other paying agent for the purpose of paying the
principal of, and premium, if any, and interest, if any, on any of the
Securities (including funds deposited for the sinking fund referred to in
Article Twelve hereof) and which shall not be required for such purposes because
of the conversion of such Securities as provided in this Article Thirteen shall
after such conversion be repaid to the Issuer by the Trustee upon the Issuer's
written request.

                                   ARTICLE 14

                           SUBORDINATION OF SECURITIES

                  SECTION 14.1. Subordination of the Securities. The Issuer
covenants and agrees, and each holder of Securities, by his acceptance thereof,
likewise covenants and agrees, that the indebtedness evidenced by the Securities
(including coupons) and the payment of the principal thereof, premium, if any,
and interest thereon shall be subordinate and subject in right of payment, to
the extent and in the manner hereinafter set forth, to the prior payment in full
of all Senior Indebtedness. For purposes of this Article Fourteen, "Senior
Indebtedness" means the principal of, premium, if any, and unpaid interest on
the following, whether outstanding at the date hereof or thereafter incurred or
created: (i) indebtedness of the Issuer for money borrowed (including
purchase-money obligations) evidenced by notes or other written obligations,
(ii) indebtedness of the Issuer evidenced by securities (other than the
Securities), debentures, bonds or other securities issued under the provisions
of an indenture or similar instrument, (iii) obligations of the Issuer as lessee
under capitalized leases and leases of property made as part of any sale and
leaseback transactions, (iv) indebtedness of others of any of the kinds
described in the preceding clauses (i) through (iii) assumed

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<PAGE>

or guaranteed by the Issuer and (v) renewals, extensions and refundings of, and
indebtedness and obligations of a successor corporation issued in exchange for
or in replacement of, indebtedness or obligations of the kinds described in the
preceding clauses (i) through (iv), unless in the case of any particular
indebtedness, obligation, renewal, extension or refunding the instrument
creating or evidencing the same or the assumption or guarantee thereof expressly
provides that such indebtedness, obligation, renewal, extension or refunding is
not superior in right of payment to the Securities.

                  The Issuer covenants and agrees that it will not incur any
subordinated indebtedness (other than the Securities) unless such subordinated
indebtedness is subordinate to Senior Indebtedness at least to the same extent
that the Securities are subordinate to Senior Indebtedness.

                  SECTION 14.2. No Payment on Securities in Event of Default on
Senior Indebtedness. The Issuer shall not make any payment on account of the
principal of, or premium, if any, or interest on the Securities if, at the time
thereof or immediately after giving effect thereto, there exists (and has not
been waived) any default in the payment of principal of, premium, if any, or
interest on any Senior Indebtedness or any event of default with respect to any
Senior Indebtedness as defined therein (after giving effect to the giving of
notice and any grace period provided for therein) or in any agreement pursuant
to which any Senior Indebtedness is issued and the default is the subject of a
judicial proceeding or the Issuer receives notice of the default from any holder
of Senior Indebtedness or any trustee therefor; provided, however, that in the
event the Securities have been declared due and payable pursuant to Section 5.1,
the provisions of the next succeeding paragraph of this Section 14.2 shall be
applicable.

                  In the event that any Event of Default as defined in Section
5.1 shall occur (under such circumstances that the provisions of Section 14.3
are not applicable) and as a result the Securities then Outstanding are declared
due and payable pursuant to Section 5.1, and such declaration shall not have
been rescinded or annulled, the Issuer shall promptly cause notice thereof to be
mailed to all holders of Senior Indebtedness whose names and addresses are known
to the Issuer (and not later than said mailing date shall also cause notice
thereof to be published at least once in one Authorized Newspaper in New York,
New York), and the Issuer shall not make any payment on account of the principal
of, or premium, if any, or interest on any Securities, unless at least 120 days
shall have elapsed after said declaration and unless all principal of, premium,
if any, and interest on Senior Indebtedness due at the time of such payment
(whether by acceleration of the maturity thereof or otherwise) shall first be
paid in full.

                  The Issuer shall give prompt written notice to the Trustee and
any paying agent of the existence of any of the conditions described in this
Section 14.2.

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                  SECTION 14.3. Distribution on Dissolution, Liquidation and
Reorganization of the Issuer. In the event of any payment or distribution of
assets or securities of the Issuer of any kind or character, whether in cash,
property or securities, to creditors upon any dissolution or winding up or total
or partial liquidation or reorganization of the Issuer, whether voluntary or
involuntary and whether in bankruptcy, insolvency or receivership proceedings,
or upon an assignment for the benefit of creditors or any other marshaling of
the assets and liabilities of the Issuer, or upon other proceedings:

                           (a)      all principal of, premium, if any, and
interest due on all Senior Indebtedness shall first be paid in full, or due
provision made for such payment in accordance with the terms of such Senior
Indebtedness before any payment is made on account of the principal of, premium,
if any, or interest on the indebtedness evidenced by the Securities, or before
the holders of the Securities shall be entitled to retain any assets so paid or
distributed in respect thereof; and

                           (b)      any payment or distribution of assets or
securities of the Issuer of any kind or character, whether in cash, property or
securities (other than securities of the Issuer as reorganized or readjusted or
securities of the Issuer or any other corporation provided for by a plan of
reorganization or readjustment, which are in any such case subordinated to
Senior Indebtedness to the same extent as the Securities), to which the holders
of the Securities would be entitled except for the provisions of this Section
14.3, shall be paid or delivered by the Issuer or any receiver, trustee in
bankruptcy, liquidating trustee, agent or other person making such payment or
distribution directly to the holders of Senior Indebtedness (pro rata to each
such holder on the basis of the respective amount of Senior Indebtedness held by
such holder) or their representative or representatives or the trustee or
trustees under any indenture pursuant to which any instruments evidencing any
Senior Indebtedness may have been issued, as their respective interests may
appear, for application to the payment of all Senior Indebtedness remaining
unpaid to the extent necessary to pay all Senior Indebtedness in full in
accordance with the terms of such Senior Indebtedness, after giving effect to
any concurrent payment or distribution to or for the holders of Senior
Indebtedness, before any payment or distribution is made to the holders of the
Securities.

                  The Issuer shall give prompt written notice to the Trustee and
any paying agent of any dissolution, winding up, liquidation or reorganization
of the Issuer within the meaning of this Section 14.3.

                  SECTION 14.4. Payment to Holders of Senior Indebtedness.
Subject to the provisions of Section 14.6, in the event that, notwithstanding
the provisions of Section 14.2 or Section 14.3, any payment or distribution of
assets of the Issuer of any kind or character, whether in cash, property or
securities (other than securities of the Issuer as reorganized or readjusted or
securities of the Issuer or any other corporation

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<PAGE>

provided for by a plan of reorganization or readjustment, which are in any such
case subordinated to Senior Indebtedness to the same extent as the Securities),
shall be received by the holders of the Securities (i) from the Issuer in
violation of such provisions, or (ii) from any other person under such
circumstances that such payment would, if made directly by the Issuer, be in
violation of such provisions, such payment or distribution shall immediately be
paid over by such holders to the holders of Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any
indenture under which any instrument evidencing any of such Senior Indebtedness
may have been issued, ratably according to the aggregate amounts then due on
account of the principal of, premium, if any, and interest on such Senior
Indebtedness (after giving effect to any concurrent payment or distribution to
the holders of such Senior Indebtedness), to the extent necessary to pay in full
all such amounts then due.

                  Upon any payment or distribution of assets or securities of
the Issuer referred to in Sections 14.2 and 14.3, the Trustee and any paying
agent and the holders of the Securities shall be entitled to rely upon any order
or decree of a court of competent jurisdiction, or upon any certificate of any
liquidating trustee or agent or other person making any payment or distribution
to the Trustee and any paying agent or to the holders of the Securities, for the
purpose of ascertaining the persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness, the amount thereof or payment
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Section. In the absence of any such order, decree,
liquidating trustee, agent or other Person, the Trustee and each paying agent
shall be entitled to rely upon a written notice by a Person representing himself
to be a holder of Senior Indebtedness (or a trustee or representative on behalf
of such holder) as evidence that such Person is a holder of Senior Indebtedness
(or is such a trustee or representative). In the event that the Trustee or any
paying agent determines, in good faith, that further evidence is required with
respect to the right of any Person as a holder of Senior Indebtedness to
participate in any payment or distribution referred to in Sections 14.2 and
14.3, the Trustee or any paying agent may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee or any paying agent as to
the amount of Senior Indebtedness held by such Person, as to the extent to which
such Person is entitled to participation in such payment or distribution, and as
to other facts pertinent to the rights of such Person under Sections 14.2 and
14.3, and if such evidence is not furnished, the Trustee or any paying agent may
defer any payment to such Person pending judicial determination as to the right
of such Person to receive such payment.

                  SECTION 14.5. Subrogation. Subject to the payment in full of
all amounts then due (whether by acceleration of the maturity thereof or
otherwise) on account of the principal of, premium, if any, and interest on all
Senior Indebtedness at the time outstanding, the holders of the Securities shall
be subrogated to the rights of each holder of Senior Indebtedness (to the extent
of the payments or distributions made to such holder pursuant to the provisions
of Sections 14.2, 14.3 and 14.4 to receive payments or

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<PAGE>

distributions of assets or securities of the Issuer applicable to the Senior
Indebtedness until the Securities shall be paid in full, and each holder of
Senior Indebtedness by the act of accepting such payments or distributions
pursuant to the provisions of Sections 14.2, 14.3 and 14.4 shall be deemed to
have agreed to the subrogation aforesaid. No payments or distributions of assets
or securities of the Issuer applicable to Senior Indebtedness which the holders
of the Securities receive by reason of their being subrogated to the rights of
the holders of such Senior Indebtedness pursuant to the provisions of Sections
14.2, 14.3 and 14.4 shall, as between the Issuer, its creditors other than the
holders of Senior Indebtedness, and the holders of the Securities, be deemed to
be a payment by the Issuer on account of the Securities, it being understood
that the provisions of this Section are intended solely for the purpose of
defining the relative rights of the holders of the Securities, on the one hand,
and the holders of the Senior Indebtedness, on the other hand, and nothing
contained in this Section or elsewhere in this Agreement, or in the Securities,
is intended to or shall impair, as between the Issuer, its creditors other than
the holders of Senior Indebtedness, and the holders of the Securities, the
obligation of the Issuer, which is absolute and unconditional, to pay to the
holders of the Securities the principal of, premium, if any, and interest on the
Securities, 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 of the Securities and creditors of the Issuer other than the holders of
Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or
the holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Agreement, subject to the rights, if any,
under this Section of the holders of Senior Indebtedness in respect of cash,
property or securities of the Issuer received upon the exercise of any such
remedy.

                  SECTION 14.6. Payment on Securities Permitted. Nothing
contained in this Section or elsewhere in this Agreement, or in any of the
Securities, shall prevent the Issuer from making payment of the principal of,
premium, if any, or interest on the Securities, at any time, except under the
conditions described in Section 14.2 and except during the pendency of any
dissolution, winding up, liquidation or reorganization of the Issuer within the
meaning of Section 14.3. Nothing contained in this Section or elsewhere in this
Agreement, or in any of the Securities, shall prevent the application by the
Trustee of any moneys deposited with it hereunder for the purpose, to the
payment of or on account of the principal of, or premium, if any, or interest on
the Securities, unless, prior to the Business Day next preceding the date upon
which such principal or premium shall have become payable, or, in the case of
any payment of or on account of interest unless, prior to two Business Days
before the date upon which such interest shall have become payable, the Trustee
shall have received written notice from the Issuer or any holder of Senior
Indebtedness or any trustee therefor of the existence of any of the conditions
described in Section 14.2 or of any dissolution, winding up, liquidation or
reorganization of the Issuer within the meaning of Section 14.3.

                                       65

<PAGE>

                  SECTION 14.7. Authorization of Holders to Trustee to Effect
Subordination. Each holder of Securities by his acceptance thereof authorizes
and directs the Trustee and any paying agent on such holder's behalf to take
such action as may be necessary or appropriate to effectuate, as between the
holders of the Securities and the holders of Senior Indebtedness, the
subordination provided in this Section and appoints the Trustee and any paying
agent his attorney-in-fact for any and all such purposes.

                  SECTION 14.8. Trustee as Holder of Senior Indebtedness. The
Trustee or any paying agent shall be entitled to all the rights set forth in
this Section in respect of any Senior Indebtedness at any time held by it, to
the same extent as any other holder of Senior Indebtedness, and nothing in this
Agreement shall deprive or be construed to deprive the Trustee of its rights as
such holder.

                  SECTION 14.9. Notices to Trustee. Notwithstanding the
provisions of this Section or any other provisions of this Agreement, the
Trustee or any paying agent shall not be charged with the knowledge of the
existence of any Senior Indebtedness or of any facts which would prohibit the
making of any payment of moneys to or by the Trustee or any paying agent, unless
and until the Trustee or any paying agent shall have received written notice
thereof from the Issuer or any holder of Senior Indebtedness or any trustee
thereof.

                  SECTION 14.10. No Fiduciary Duty by Trustee to Holders of
Senior Indebtedness. The Trustee and any paying agent shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and shall not be liable
to any such holders if the Trustee or any paying agent shall mistakenly pay over
or distribute to holders of Securities or the Issuer or any other Person moneys
or assets to which any holders of Senior Indebtedness shall be entitled by
virtue of this Section or otherwise.

                                       66

<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of June 4, 2003.

                                             THE CHUBB CORPORATION

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

[CORPORATE SEAL]

Attest:

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

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

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

[CORPORATE SEAL]

Attest:

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

                                       67


<PAGE>

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

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


         [NOTARIAL SEAL]

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

                                       68

<PAGE>

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

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

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

         [NOTARIAL SEAL]

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

                                       69

<PAGE>

                                                                         Exhibit
                                                                        (Form 1)

                             [FORM OF FACE OF NOTE]

No.                                      $

                              THE CHUBB CORPORATION

                                   % Note Due

         THE CHUBB CORPORATION, a New Jersey corporation (the "Issuer"), for
value received, hereby promises to pay to       or registered assigns, at the
office or agency of the Issuer in the Borough of Manhattan, the City of New
York, the principal sum of       Dollars on       , in such coin or currency of
the United States of America as at the time of payment shall be legal tender for
the payment of public and private debts, and to pay interest, semiannually on
      and       of each year, commencing       ,       , on said principal sum
at said office or agency, in like coin or currency, at the rate per annum
specified in the title of this Note, from the       or the       , as the case
may be, next preceding the date of this Note to which interest has been paid,
unless the date hereof is a date to which interest has been paid, in which case
from the date of this Note, or unless no interest has been paid on these Notes,
in which case from       ,       , until payment of said principal sum has been
made or duly provided for; provided, that payment of interest may be made at the
option of the Issuer by check mailed to the address of the person entitled
thereto as such address shall appear on the Security register. Notwithstanding
the foregoing, if the date hereof is after the day of       or       , as the
case may be, and before the following       or       , this Note shall bear
interest from such       or       ; provided, that if the Issuer shall default
in the payment of interest due on such       or       , then this Note shall
bear interest from the next preceding       or       , to which interest has
been paid or, if no interest has been paid on these Notes, from      .

         The interest so payable on any       or       , will, subject to
certain exceptions provided in the Indenture referred to on the reverse hereof,
be paid to the person in whose name this Note is registered at the close of
business on the       or       , as the case may be, next preceding such
      or       .

         The indebtedness evidenced by this Note is, to the extent provided in
the Indenture, subordinate and subject in right of payment to the prior payment
in full of all Senior Indebtedness, and this Note is issued subject to the
provisions of the Indenture

<PAGE>

with respect thereto. Each Holder of this Security, by accepting the same, (a)
agrees to and shall be bound by such provisions, (b) authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination so provided and (c) appoints the Trustee his
attorney-in-fact for any and all such purposes.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.

         This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
under the Indenture referred to on the reverse hereof.

         IN WITNESS WHEREOF, The Chubb Corporation has caused this instrument to
be signed by facsimile by its duly authorized officers and has caused a
facsimile of its corporate seal to be affixed hereunto or imprinted hereon.

Dated:

                                               THE CHUBB CORPORATION

                                               By ______________________________

                                               By ______________________________

                                       2

<PAGE>

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

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

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

                                                By______________________________
                                                        Authorized Officer


                                       3
<PAGE>

                            [FORM OF REVERSE OF NOTE]

         [FOR PURPOSES OF SECTION 1232 OF THE UNITED STATES INTERNAL REVENUE
CODE OF 1954, AS AMENDED, THE ISSUE PRICE OF THIS [     ] IS      % OF ITS
PRINCIPAL AMOUNT AND THE ISSUE DATE IS      ,      .]

                              THE CHUBB CORPORATION

                                   % Note Due

         This Note is one of a duly authorized issue of debentures, notes, bonds
or other evidences of indebtedness of the Issuer (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of October 25, 1989 (herein called
the "Indenture"), between the Issuer and Bank One Trust Company, N.A., as
Trustee (herein called the "Trustee" which term includes any successor Trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Issuer and the
Holders of the Securities. The Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may be
subject to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any) and may otherwise vary as in the
Indenture provided. This Note is one of a series designated as the       % Notes
Due       (the "Notes") of the Issuer limited in aggregate principal amount to
$     .

         [The Indenture contains provisions for the defeasance at any time of
the entire indebtedness of this Note upon compliance by the Issuer of certain
conditions set forth therein, which provisions apply to this Note.]

         In case an Event of Default, as defined in the Indenture, with respect
to the Notes, shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

         The Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding (as defined
in the Indenture) of all series to be affected (voting as one class), evidenced
as in the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the Holders of the Securities of each such series;

                                       4
<PAGE>

provided, however, that no such supplemental indenture shall (i) extend the
final maturity of any Security, or reduce the principal amount thereof or any
premium thereon, or reduce the rate or extend the time of payment of any
interest thereon, or reduce any amount payable on redemption thereof, or reduce
the amount of the principal of an Original Issue Discount Security that would be
due and payable upon an acceleration of the maturity thereof or provable in
bankruptcy, or change the currency of payments of principal, premium, if any, or
interest, or extend the time or reduce the amount of any payment to any sinking
fund or analogous obligation relating to any Security, or impair or affect the
rights of any Holder to institute suit for the payment thereof, without the
consent of the Holder of each Security so affected, or (ii) reduce the aforesaid
percentage of Securities, the Holders of which are required to consent to any
such supplemental indenture, without the consent of the Holder of each Security
affected or (iii) reduce the percentage of Securities of this series outstanding
necessary to consent to waive any past default under the Indenture to less than
a majority, without the consent of the Holder of each Security so affected, or
(iv) modify the provisions of the sections of the Indenture dealing with
supplementary indentures or waivers of covenants, except to increase any such
percentage or to provide that certain other provisions of the Indenture cannot
be modified or waived without the consent of the Holder of each Security
affected thereby, provided, however, that this clause shall not be deemed to
require the consent of any Holder with respect to changes in the references to
"the Trustee" and concomitant changes in such sections of the Indenture or the
deletion of this proviso, in accordance with the requirements of the Indenture.
It is also provided in the Indenture that, with respect to certain defaults or
Events of Default regarding the Securities of any series, prior to any
declaration accelerating the maturity of such Securities, the Holders of a
majority in aggregate principal amount Outstanding of the Securities of such
series (or, in the case of certain defaults or Events of Default, all or certain
series of the Securities) may on behalf of the Holders of all the Securities of
such series (or all or certain series of the Securities, as the case may be)
waive any such past default or Event of Default and its consequences. The
preceding sentence shall not, however, apply to a default in the payment of the
principal of or premium, if any, or interest on any of the Securities. Any such
consent or waiver by the Holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders and owners of this Note and any Notes which may be issued in exchange or
substitution herefor, irrespective of whether or not any notation thereof is
made upon this Note or such other Notes.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note in the manner, at the respective times, at the rate and in the coin
or currency herein prescribed.

         The Notes are issuable in registered form without coupons in
denominations of $      and any multiple of $      at the office or

                                       5

<PAGE>

agency of the Issuer in the Borough of Manhattan, The City of New York, and in
the manner and subject to the limitations provided in the Indenture, but without
the payment of any service charge. Notes may be exchanged for a like aggregate
principal amount of Notes of other authorized denominations.

         [The Notes may be redeemed at the option of the Issuer, as a whole, or
from time to time in part, on any date [after [__________] and] prior to
maturity, upon mailing a notice of such redemption not less than 30 nor more
than 60 days prior to the date fixed for redemption to the Holders of Notes at
their last registered addresses, all as further provided in the Indenture, at
the following optional redemption prices (expressed in percentages of the
principal amount) together in each case with accrued interest to the date fixed
for redemption:

         If redeemed during the twelve-month period beginning

<TABLE>
<CAPTION>
Year     Percentage     Year     Percentage
----     ----------     ----     ----------
<S>      <C>            <C>      <C>
</TABLE>

         [As and for a sinking fund for the retirement of the Notes and so long
as any of the Notes remain outstanding and unpaid, the Issuer will pay to the
Trustee in cash [(subject to the right to deliver certain Notes in credit
therefor as in the Indenture provided)], on or before       and on or before
      in each year       thereafter to and including       an amount sufficient
to redeem $____________ principal amount of the Notes (or such lesser amount
equal to the principal amount then Outstanding) at 100% of the principal amount
thereof (the "sinking fund redemption price"), together with accrued interest to
the date fixed for redemption. The Notes shall be redeemed through the operation
of the sinking fund as herein provided on       and on each       thereafter to
and including       on notice as set forth in the Indenture. [At its option the
Issuer may pay into the sinking fund for the retirement of Notes, in cash except
as provided in the Indenture, on or before       and on or before       in each
year thereafter to and including an amount sufficient to redeem an additional
principal amount of Notes up to but not to exceed $__________ at the sinking
fund redemption price. To the extent that the right to such optional sinking
fund payment is not exercised in any year, it shall not be cumulative or carried
forward to any subsequent year.] The Trustee shall select Notes for redemption,
by prorating, as nearly as may be, the principal amount of Notes to be redeemed
among the Holders of Notes. The Trustee shall make such adjustments,
reallocations and eliminations to such proration as it shall deem proper to the
end that the principal amount of Notes so redeemed shall be $1,000 or a multiple
thereof, by increasing or decreasing or eliminating the amount which would be
allocable to any Holder on the basis of exact proration by an amount not
exceeding $1,000. The Trustee in its discretion may

                                       6

<PAGE>

determine the particular Notes (if there are more than one) registered in the
name of any Holder which are to be redeemed, in whole or in part.]

         [Subject to the provisions of the Indenture, the Holder of this Note is
entitled, at its option, at any time on or before __________ (except that, in
case this Note or any portion hereof shall be called for redemption, such right
shall terminate with respect to this Note or portion hereof, as the case may be,
so called for redemption at the close of business on the date fixed for
redemption as provided in the Indenture unless the Issuer defaults in making the
payment due upon redemption), to convert the principal amount of this Note (or
any portion hereof which is $1,000 or an integral multiple thereof), into fully
paid and non-assessable shares (calculated as to each conversion to the nearest
1/100th of a share) of the Common Stock of the Issuer, as said shares shall be
constituted at the date of conversion, at the conversion price of $_______
principal amount of Notes for each share of Common Stock, or at the adjusted
conversion price in effect at the date of conversion determined as provided in
the Indenture, upon surrender of this Note, together with the conversion notice
hereon duly executed, to the Issuer at the designated office or agency of the
Issuer in ____________________, accompanied (if so required by the Issuer) by
instruments of transfer, in form satisfactory to the Issuer and to the Trustee,
duly executed by the Holder or by its duly authorized attorney in writing. Such
surrender shall, if made during any period beginning at the close of business on
a record date and ending at the opening of business on the interest payment date
next following such record date (unless this Note or the portion being converted
shall have been called for redemption on a date fixed for redemption during such
period), also be accompanied by payment in funds acceptable to the Issuer of an
amount equal to the interest payable on such interest payment date on the
principal amount of this Note then being converted. Subject to the aforesaid
requirement for payment and, in the case of a conversion after the record date
next preceding any interest payment date and on or before such interest payment
date, to the right of the Holder of this Note (or any predecessor security) of
record at such record date to receive an installment of interest (with certain
exceptions provided in the Indenture), no adjustment is to be made on conversion
for interest accrued hereon or for dividends on shares of Common Stock issued on
conversion. The Issuer is not required to issue fractional shares upon any such
conversion, but shall make adjustment therefor in cash on the basis of the
current market value of such fractional interest as provided in the Indenture.
The conversion price is subject to adjustment as provided in the Indenture. In
addition, the Indenture provides that in case of certain consolidations, mergers
or share exchanges to which the Issuer is a party or the sale of substantially
all of the assets of the Issuer, the Indenture shall be amended, without the
consent of any Holders of Securities, so that this Note, if then outstanding,
will be convertible thereafter, during the period this Note shall be convertible
as specified above, only into the kind and amount of securities, cash and other
property receivable upon the consolidation, merger, share exchange or sale by a
holder of the number of shares of Common Stock into which this Note might have
been converted immediately prior to such consolidation, merger, share exchange
or sale (assuming such

                                       7

<PAGE>

holder of Common Stock failed to exercise any rights of election and received
per share the kind and amount received per share by a plurality of non-electing
shares). In the event of conversion of this Note in part only, a new Note or
Notes for the unconverted portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof.

         Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in the Borough of Manhattan, The City of New
York, a new Note or Notes of authorized denominations for an equal aggregate
principal amount will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture, without charge except for any tax
or other governmental charge imposed in connection therewith.

         The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the registered Holder hereof as the absolute owner of
this Note (whether or not this Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon), for the purpose of receiving
payment of, or on account of, the principal hereof and premium, if any, and
subject to the provisions on the face hereof, interest hereon, and for all other
purposes, and neither the Issuer nor the Trustee nor any authorized agent of the
Issuer or the Trustee shall be affected by any notice to the contrary.

         No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Indenture or any indenture supplemental thereto or in any Note, or
because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such, of the
Issuer or of any successor corporation, either directly or through the Issuer or
any successor corporation, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released
by the acceptance hereof and as part of the consideration for the issue hereof.

         Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.

                                       8

<PAGE>

                            FORM OF CONVERSION NOTICE

                            To The Chubb Corporation

         The undersigned owner of this Security hereby irrevocably exercises the
option to convert this Security, or portion hereof (which is $1,000 or an
integral multiple thereof) below designated, into shares of Common Stock of the
Issuer in accordance with the terms of the Indenture referred to in this
Security, and directs that the shares issuable and deliverable upon the
conversion, together with any check in payment for fractional shares and any
Securities representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below. If this Security is being delivered on a date after the close
of business on a record date and prior to the opening of business on the related
interest payment date (unless this Security or the portion thereof being
converted has been called for redemption on a date fixed for redemption within
such period), this Notice is accompanied by payment, in funds acceptable to the
Issuer, of an amount equal to the interest payable on such interest payment date
of the principal of this Security to be converted. If shares are to be issued in
the name of a person other than the undersigned, the undersigned will pay all
transfer taxes payable with respect hereto. Any amount required to be paid by
the undersigned on an account of interest accompanies this Security.

         Principal Amount to be Converted
         (in an integral multiple of
         $1,000, if less than all):
         $___________

Dated ___________________                  ______________________________
                                           Signature

                                           Signature(s) must be guaranteed by a
                                           commercial bank or trust company or a
                                           member firm of a national stock
                                           exchange if shares of Common Stock
                                           are to be delivered, or Securities to
                                           be issued, other than to and in the
                                           name of the registered holder.

                                           _______________________________
                                           Signature Guarantee

<PAGE>

         Fill in for registration of shares of Common Stock and Security if to
be issued otherwise than to the registered holder.

_________________________                  Social Security or other Taxpayer
(Name)                                     Identifying Number ______________

_________________________
(Address)

_________________________
Please print Name and
Address (including zip
code number)

                                       2

<PAGE>

                                                                         Exhibit
                                                                        (Form 2)

                     [FORM OF FACE OF ZERO COUPON SECURITY]

No.                                                    $

                              THE CHUBB CORPORATION

                                 Zero Coupon [     ]

         THE CHUBB CORPORATION, a New Jersey corporation (the "Issuer"), for
value received, hereby promises to pay to       or registered assigns, at the
office or agency of the Issuer in the Borough of Manhattan, The City of New
York, the principal sum of       Dollars on      , in such coin or currency of
the United States of America as at the time of payment shall be legal tender for
the payment of public and private debts. The principal of this [     ] shall not
bear interest, except in the case of default in payment of principal upon
acceleration, redemption or maturity, and in such case the amount in default
shall bear interest at the rate of      % per annum (to the extent enforceable
under applicable law) from the date of default in payment to the date such
payment has been made or duly provided for, at said office or agency and in like
coin or currency.

         The indebtedness evidenced by this [______] is, to the extent provided
in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness, and this [_____] is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
[_____], by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes.

         Reference is made to the further provisions of this [     ] set forth
on the reverse hereof. Such further provisions shall for all purposes have the
same effect as though fully set forth at this place.

         This [     ] shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by the
Trustee under the Indenture referred to on the reverse hereof.

         IN WITNESS WHEREOF, The Chubb Corporation has caused this instrument to
be signed by facsimile by its duly authorized officers and has caused a
facsimile of its corporate seal to be affixed hereunto or imprinted hereon.

Dated:

<PAGE>

                                           THE CHUBB CORPORATION

                                           By______________________________

                                           By______________________________

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

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

                                           By__________________________
                                               Authorized Officer

                                       2
<PAGE>

                              [FORM OF REVERSE OF      ]

         FOR THE PURPOSES OF SECTION 1232 OF THE UNITED STATES INTERNAL REVENUE
CODE OF 1954, AS AMENDED, THE ISSUE PRICE OF THIS [     ] IS % OF ITS PRINCIPAL
AMOUNT AND THE ISSUE DATE IS      ,      .

                              The Chubb Corporation

                               Zero Coupon [     ] Due

         This [     ] is one of a duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness of the Issuer (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of October 25, 1989 (herein called
the "Indenture"), duly executed and delivered by the Issuer to Bank One Trust
Company, N.A., Trustee (herein called the "Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Issuer and the holders of the Securities. The Securities may
be issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest
(if any) at different rates, may be subject to different redemption provisions
(if any), may be subject to different sinking, purchase or analogous funds (if
any) and may otherwise vary as in the Indenture provided. This [     ] is one of
a series designated as the Zero Coupon [     ] Due of the Issuer, limited in
aggregate principal amount to $      .

         In case an Event of Default, as defined in the Indenture, with respect
to the Zero Coupon [     ], shall have occurred and be continuing, (i) that
portion of the principal equal to the initial public offering price of this
[     ] plus accrued amortization of the original issue discount calculated
using the "interest" method (computed in accordance with generally accepted
accounting principles in effect on the date of the Indenture) from      , to the
date of acceleration may be declared, and upon such declaration shall become,
due and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.

         The Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding (as defined
in the Indenture) of all series to be affected (voting as one class) evidenced
as in the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the Holders of the Securities of each such series;

                                       3
<PAGE>

provided, however, that no such supplemental indenture shall (i) extend the
final maturity of any Security, or reduce the principal amount thereof or any
premium thereon, or reduce the rate or extend the time of payment of interest
thereon, or reduce any amount payable on redemption thereof, or reduce the
amount of the principal of an Original Issue Discount Security that would be due
and payable upon acceleration or provable in bankruptcy, or change the currency
of payment of principal, premium or interest, or extend the time or reduce the
amount of any payment to any sinking fund or analogous obligation relating to
any Security, or impair or affect the rights of any Holder to institute suit for
the payment thereof, without the consent of the Holder of each Security so
affected, or (ii) reduce the aforesaid percentage of Securities, the Holders of
which are required to consent to any such supplemental indenture, without the
consent of the Holder of each Security affected or (iii) reduce the percentage
of Securities of this series outstanding necessary to consent to waive any past
default under the Indenture to less than a majority, without the consent of the
Holder of each Security affected or (iv) modify the provisions of the sections
of the Indenture dealing with supplementary indentures or waivers of covenants,
except to increase any such percentage or to provide that certain other
provisions of the Indenture cannot be modified or waived without the consent of
the Holder of each Security affected thereby, [provided, however, that this
clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to "the Trustee" and concomitant changes in such
sections of the Indenture or the Deletion of this proviso, in accordance with
the requirements of the Indenture.] It is also provided in the Indenture that,
with respect to certain defaults or Events of Default regarding the Securities
of any series, prior to any declaration accelerating the maturity of the
Securities of any series, the Holders of a majority in aggregate principal
amount Outstanding of the Securities of such series (or, in the case of certain
defaults or Events of Default, all or certain series of the Securities) may on
behalf of the Holders of all the Securities of such series (or all or certain
series of the Securities, as the case may be) waive any such past default or
Event of Default and its consequences. The preceding sentence shall not,
however, apply to a default in the payment of the principal of, or interest, if
any, on any of the Securities. Any such consent or waiver by the Holder of this
[     ] (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this [     ]
and any [     ] which may be issued in exchange or substitution herefor,
irrespective of whether or not any notation thereof is made upon this [     ] or
such other [     ].

         No reference herein to the Indenture and no provision of this [     ]
or of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest, if any, on
this [     ] in the manner, at the respective times, at the rate and in the coin
or currency herein prescribed.

                                       4

<PAGE>

         The [     ] are issuable in registered form without coupons in
denominations of $       or any multiple of $       at the office or agency of
the Issuer in the Borough of Manhattan, The City of New York, and in the manner
and subject to the limitations provided in the Indenture, but without the
payment of any service charge, [     ] may be exchanged for a like aggregate
principal amount of [     ] of other authorized denominations.

         [The [     ] may be redeemed at the option of the Issuer, as a whole,
or from time to time in part, on any date prior to maturity, upon mailing a
notice of such redemption to the holders of [     ] at their last registered
addresses, all as further provided in the Indenture, at the redemption price of
100% of the principal amount thereof.]

         [Subject to the provisions of the Indenture, the Holder of this [_____]
is entitled, at its option, at any time on or before __________ (except that, in
case this [______] or any portion hereof shall be called for redemption, such
right shall terminate with respect to this [______] or portion hereof, as the
case may be, so called for redemption at the close of business on the date fixed
for redemption as provided in the Indenture unless the Issuer defaults in making
the payment due upon redemption), to convert the principal amount of this
[________] (or any portion hereof which is $1,000 or an integral multiple
thereof), into fully paid and non-assessable shares (calculated as to each
conversion to the nearest 1/100th of a share) of the Common Stock of the Issuer,
as said shares shall be constituted at the date of conversion, at the conversion
price of $_____ principal amount of [______] for each share of Common Stock, or
at the adjusted conversion price in effect at the date of conversion determined
as provided in the Indenture, upon surrender of this [______], together with the
conversion notice hereon duly executed, to the Issuer at the designated office
or agency of the Issuer in ____________________, accompanied (if so required by
the Issuer) by instruments of transfer, in form satisfactory to the Issuer and
to the Trustee, duly executed by the Holder or by its duly authorized attorney
in writing. Such surrender shall, if made during any period beginning at the
close of business on a record date and ending at the opening of business on the
interest payment date next following such record date (unless this [_____] or
the portion being converted shall have been called for redemption on a date
fixed for redemption during such period), also be accompanied by payment in
funds acceptable to the Issuer of an amount equal to the interest payable on
such interest payment date on the principal amount of this [_____] then being
converted. Subject to the aforesaid requirement for payment and, in the case of
a conversion after the record date next preceding any interest payment date and
on or before such interest payment date, to the right of the Holder of this
[_____] (or any predecessor security) of record at such record date to receive
an installment of interest (with certain exceptions provided in the Indenture),
no adjustment is to be made on conversion for interest accrued hereon or for
dividends on shares of Common Stock issued on conversion. The Issuer is not
required to issue fractional shares upon any such conversion, but shall make
adjustment

                                       5

<PAGE>

therefor in cash on the basis of the current market value of such fractional
interest as provided in the Indenture. The conversion price is subject to
adjustment as provided in the Indenture. In addition, the Indenture provides
that in case of certain consolidations, mergers or share exchanges to which the
Issuer is a party or the sale of substantially all of the assets of the Issuer,
the Indenture shall be amended, without the consent of any Holders of
Securities, so that this Security, if then outstanding, will be convertible
thereafter, during the period this [______] shall be convertible as specified
above, only into the kind and amount of securities, cash and other property
receivable upon the consolidation, merger, share exchange or sale by a holder of
the number of shares of Common Stock into which this [_____] might have been
converted immediately prior to such consolidation, merger, share exchange or
sale (assuming such holder of Common Stock failed to exercise any rights of
election and received per share the kind and amount received per share by a
plurality of non-electing shares). In the event of conversion of this [______]
in part only, a new [_____] or [_____] for the unconverted portion hereof shall
be issued in the name of the Holder hereof upon the cancellation hereof.

         Upon due presentment for registration of transfer of this [     ] at
the office or agency of the Issuer in the Borough of Manhattan, The City of New
York, a new [     ] or [     ] of authorized denominations for an equal
aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection therewith.

         The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the registered Holder hereof as the absolute owner of
this [     ] (whether or not this [     ] shall be overdue and notwithstanding
any notation of ownership or other writing hereon, for the purpose of receiving
payment hereof, or on account hereof, and for all other purposes, and neither
the Issuer nor the Trustee nor any authorized agent of the Issuer or the Trustee
shall be affected by any notice to the contrary.

         No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Indenture or any indenture supplemental thereto or in any [     ],
or because of the creation of any indebtedness represented thereby shall be had
against any incorporator, stockholder, officer or director, as such, of the
Issuer or of any successor corporation, either directly or through the Issuer or
any successor corporation, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released
by the acceptance hereof and as part of the consideration for the issue hereof.

         Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.

                                       6

<PAGE>

                                                                         Exhibit
                                                                        (Form 3)

                        [FORM OF FACE OF EXTENDIBLE NOTE]

No.                                                    $

                              THE CHUBB CORPORATION

                             - Year Extendible Note

         THE CHUBB CORPORATION, a New Jersey corporation (the "Issuer"), for
value received, hereby promises to pay to       or registered assigns, at the
office or agency of the Issuer in the Borough of Manhattan, The City of New
York, the principal sum of Dollars       on       , in such coin or currency of
the United States of America as at the time of payment shall be legal tender for
the payment of public and private debts, and to pay interest (at the rate per
annum from time to time in effect as described below) semiannually on       and
      of each year, commencing      ,      , on said principal sum at said
office or agency, in like coin or currency, from the       or the      , as the
case may be, next preceding the date of this Note to which interest has been
paid, unless the date hereof is a date to which interest has been paid, in which
case from the date of this Note, or unless no interest has been paid on these
Notes, in which case from      ,      , until payment of said principal sum has
been made or duly provided; provided, however, that payment of interest may be
made at the option of the Issuer by check mailed to the address of the person
entitled thereto as such address shall appear on the Security register.
Notwithstanding the foregoing, if the date hereof is after the day of
or       as       the case may be, and before the following       or      , this
Note shall bear interest from such       or      ; provided, however that if the
Company shall default in the payment of interest due on such       or      ,
then this Note shall bear interest from the next preceding       or      , to
which interest has been paid or, if no interest has been paid on these Notes,
from      . The interest so payable on any       or      , will, subject to
certain exceptions provided in the Indenture referred to on the reverse hereof,
be paid to the person in whose name this Note is registered at the close of
business on such       or      , as the case may be, next preceding
such       or      .

         Interest on these Notes is payable at the rate of      % per annum from
      through      , and for each       -month period beginning      , and
     , at a rate per annum established by the Issuer on the preceding each such
     , or at a rate per annum determined by a method established by the Issuer
on the preceding each such      . The Issuer shall establish the interest rate
or method to be used to determine such interest rate by delivery to the Trustee
of an Officers' Certificate on such      . On or before the prior to the
commencement of the      -month period to which it applies, the Trustee

<PAGE>

shall cause notice of such interest rate or the method to be used in
ascertaining the interest rate on the following       and the interest rate that
would have been applicable to such       -month period had such determination
been made as of such      , all as specified in the aforesaid Officers'
Certificate, to be mailed to each holder of these Notes. The Issuer shall cause
notice of the interest rate established as of the       preceding the
commencement of the       -month period to be enclosed with the interest payment
checks mailed to the Holders of the Notes for the period ending on the following
such.

         The Notes of this series are subject to repayment on      ,      , and
     , at the option of the Holders thereof exercisable on or before the      ,
but not prior to the preceding such      , at a repayment price equal to the
principal amount thereof to be repaid, together with interest payable thereon to
the repayment date, as described on the reverse side hereof.

         The indebtedness evidenced by this Note is, to the extent provided in
the Indenture, subordinate and subject in right of payment to the prior payment
in full of all Senior Debt, and this Note is issued subject to the provisions of
the Indenture with respect thereto. Each Holder of this Note, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination so provided and (c) appoints the
Trustee his attorney-in-fact for any and all such purposes.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.

         This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
under the Indenture referred to on the reverse hereof.

         IN WITNESS WHEREOF, The Chubb Corporation has caused this instrument to
be signed by facsimile by its duly authorized officers and has caused a
facsimile of its corporate seal to be affixed hereunto or imprinted hereon.

Dated:

                                                THE CHUBB CORPORATION

                                                By______________________________

                                                By______________________________

                                       2

<PAGE>

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

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

                                                By______________________________
                                                       Authorized Officer


                                       3
<PAGE>

                 [FORM OF REVERSE OF      -YEAR EXTENDIBLE NOTE]

                              The Chubb Corporation

                              -Year Extendible Note

         This Note is one of a duly authorized issue of debentures, notes, bonds
or other evidences of indebtedness of the Issuer (the "Securities") of the
series hereinafter specified, all issued or to be issued under an indenture
dated as of October 25, 1989 (herein called the "Indenture"), duly executed and
delivered by the Issuer to Bank One Trust Company, N.A., Trustee (herein called
the "Trustee"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Issuer and the
holders of the Securities. The Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any), at different rates, may
be subject to different redemption provisions (if any) may be subject to
different sinking, purchase or analogous funds (if any) and may otherwise vary
as in the Indenture provided. This Note is one of a series designated as the
      -Year Extendible Notes of the Issuer, limited in aggregate principal
amount to $       .

         The       -Year Extendible Notes may be redeemed at the option of the
Issuer as a whole or in part, or from time to time in part, on any date (i) on
or after     ,        , and prior to      ,       (ii) on or after      ,      ,
and prior to      , (iii) on or after      ,      , and prior to      , and (iv)
on or after       , and prior to maturity upon mailing a notice of such
redemption not less than 30 nor more than 60 days prior to the date fixed for
redemption to the Holders of Notes at their last registered addresses, all as
further provided in the Indenture at 100% of the principal amount thereof,
together with accrued interest to the date fixed for redemption. If this Note is
redeemed in part, the principal amount that remains Outstanding shall not be
less than $       .]

         In case an Event of Default, as defined in the Indenture, with respect
to the       -Year Extendible Notes, shall have occurred and be continuing, the
principal hereof may be declared, and upon such declaration shall become, due
and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.

         The Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding (as defined
in the Indenture) of all series to be affected (voting as one class) evidenced
as in the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or

                                       4
<PAGE>

modifying in any manner the rights of the Holders of the Securities of each such
series; provided, however, that no such supplemental indenture shall (i) extend
the final maturity of any Security, or reduce the principal amount thereof or
any premium thereon, or reduce the principal amount thereof or any premium
thereon, or reduce the rate or extend the time of payment of any interest
thereon, or reduce any amount payable on redemption thereof, or reduce the
amount of the principal of an Original Issue Discount Security that would be due
and payable upon an acceleration of the maturity thereof or provable in
bankruptcy, or change the currency of payment of principal, premium or interest,
or extend the time or reduce the amount of any payment to any sinking fund or
analogous obligation relating to any Security, or impair or affect the rights of
any Holder to institute suit for the payment thereof, without the consent of the
Holder of each Security so affected, or (ii) reduce the aforesaid percentage of
Securities, the Holders of which are required to consent to any such
supplemental indenture, without the consent of the Holder of each Security
affected or (iii) reduce the percentage of Securities of this series outstanding
to consent to waive any past default under the Indenture to less than a
majority, without the consent of the Holder of each Security affected, or (iv)
modify the provisions of the sections of the Indenture dealing with
supplementary indentures or waivers of covenants, except to increase any such
percentage or to provide that certain other provisions of the Indenture cannot
be modified or waived without the consent of the Holder of each Security
affected thereby, [provided, however, that this clause shall not be deemed to
require the consent of any Holder with respect to changes in the references to
"the Trustee" and concomitant changes in such sections of the Indenture or the
Deletion of this proviso, in accordance with the requirements of the Indenture].
It is also provided in the Indenture that, with respect to certain defaults or
Events of Default regarding the Securities of any series, prior to any
declaration accelerating the maturity of such Securities, the Holders of a
majority in aggregate principal amount Outstanding of the Securities of such
series (or, in the case of certain defaults or Events of Default, all or certain
series of the Securities) may on behalf of the Holders of all the Securities of
such series (or all or certain series of the Securities, as the case may be)
waive any such past default or Event of Default. The preceding sentence shall
not, however apply to a default in the payment of the principal of or premium,
if any, or interest, on any of the Securities. Any such consent or waiver by the
Holder of this Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of this Note and any      -Year Extendible Notes which may be issued in exchange
or substitution herefor, irrespective of whether or not any notation thereof is
made upon this Note or such other      -Year Extendible Notes.

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

                                       5

<PAGE>

         The      -Year Extendible Notes are subject to repayment in whole, or
in part, on      ,      , and     , in increments of $       or multiples of $
      in excess of $      , provided that the portion of the principal amount of
any      -Year Extendible Note not being repaid shall be at least $     , at the
option of the Holders thereof at a repayment price equal to the principal amount
thereof to be repaid, together with interest payable thereon to the repayment
date. For this Note to be repaid at the option of the Holder, the Issuer must
receive at its office or agency in the Borough of Manhattan, The City of New
York, on or before the      , or, if such       is not a Business Day, the next
succeeding Business Day, but not earlier than the       prior to the       on
which the repayment price will be paid (i) this Note, with the form entitled
"Option to Elect Repayment" below duly completed, or (ii) a telegram, telex,
facsimile transmission or letter from a member of a national securities exchange
or the National Association of Securities Dealers, Inc. or a commercial bank or
trust company in the United States of America setting forth the name of the
Holder of the Note, the principal amount of the Note, the amount of such Note to
be repaid, a statement that the option to elect repayment is being made thereby
and a guarantee that the Note to be repaid with the form entitled "Option to
Elect Repayment" on the reverse thereof duly completed will be received by the
Issuer no later than five Business Days after the date of such telegram, telex,
facsimile transmission or letter, and such Note and form duly completed are
received by the Issuer by such fifth Business Day. Either form of notice duly
received on or before the ___________ preceding any such       shall be
irrevocable. All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Notes for repayment will be determined by the
Issuer, whose determination shall be final and binding.

         The      -Year Extendible Notes are issuable in registered form without
coupons in denominations of $       and any multiple of $       at the office or
agency of the Issuer in the Borough of Manhattan, The City of New York, and in
the manner and subject to the limitations provided in the Indenture, but without
the payment of any service charge,      -Year Extendible Notes may be exchanged
for a like aggregate principal amount of      -Year Extendible Notes of other
authorized denominations.

         [Subject to the provisions of the Indenture, the Holder of this Note is
entitled, at its option, at any time on or before __________ (except that, in
case this Note or any portion hereof shall be called for redemption, such right
shall terminate with respect to this Note or portion hereof, as the case may be,
so called for redemption at the close of business on the date fixed for
redemption as provided in the Indenture unless the Issuer defaults in making the
payment due upon redemption), to convert the principal amount of this Issuer (or
any portion hereof which is $1,000 or an integral multiple thereof), into fully
paid and non-assessable shares (calculated as to each conversion to the nearest
1/100th of a share) of the Common Stock of the Issuer, as said shares shall be
constituted at the date of conversion, at the conversion price of $_______
principal amount of Notes for each share of Common Stock, or at the adjusted
conversion price in effect at

                                       6

<PAGE>

the date of conversion determined as provided in the Indenture, upon surrender
of this Note, together with the conversion notice hereon duly executed, to the
Issuer at the designated office or agency of the Issuer in ____________________,
accompanied (if so required by the Issuer) by instruments of transfer, in form
satisfactory to the Issuer and to the Trustee, duly executed by the Holder or by
its duly authorized attorney in writing. Such surrender shall, if made during
any period beginning at the close of business on a record date and ending at the
opening of business on the interest payment date next following such record date
(unless this Note or the portion being converted shall have been called for
redemption on a date fixed for redemption during such period), also be
accompanied by payment in funds acceptable to the Issuer of an amount equal to
the interest payable on such interest payment date on the principal amount of
this Note then being converted. Subject to the aforesaid requirement for payment
and, in the case of a conversion after the record date next preceding any
interest payment date and on or before such interest payment date, to the right
of the Holder of this Note (or any predecessor security) of record at such
record date to receive an installment of interest (with certain exceptions
provided in the Indenture), no adjustment is to be made on conversion for
interest accrued hereon or for dividends on shares of Common Stock issued on
conversion. The Issuer is not required to issue fractional shares upon any such
conversion, but shall make adjustment therefor in cash on the basis of the
current market value of such fractional interest as provided in the Indenture.
The conversion price is subject to adjustment as provided in the Indenture. In
addition, the Indenture provides that in case of certain consolidations, mergers
or share exchanges to which the Issuer is a party or the sale of substantially
all of the assets of the Issuer, the Indenture shall be amended, without the
consent of any Holders of Securities, so that this Security, if then
outstanding, will be convertible thereafter, during the period this Note shall
be convertible as specified above, only into the kind and amount of securities,
cash and other property receivable upon the consolidation, merger, share
exchange or sale by a holder of the number of shares of Common Stock into which
this Note might have been converted immediately prior to such consolidation,
merger, share exchange or sale (assuming such holder of Common Stock failed to
exercise any rights of election and received per share the kind and amount
received per share by a plurality of non-electing shares). In the event of
conversion of this Note in part only, a new Note or Notes for the unconverted
portion hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof.

         The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the registered Holder hereof as the absolute owner of
this Note (whether or not this Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon, for the purpose of receiving
payment of, or on account of, the principal hereof and premium, if any, and
subject to the provisions on the face hereof, interest hereon and for all other
purposes, and neither the Issuer nor the Trustee nor any authorized agent of the
Issuer or the Trustee shall be affected by any notice to the contrary.

                                       7

<PAGE>

         No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Indenture or any indenture supplemental thereto or in any
     -Year Extendible Note, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder, officer
or director, as such, of the Issuer or of any successor corporation, either
directly or through the Issuer or any successor corporation, under any rule of
law, statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance hereof and as part of the
consideration for the issue hereof.

         Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.

                                       8

<PAGE>

                       [FORM OF OPTION TO ELECT REPAYMENT]

                            Option to Elect Repayment

         The undersigned hereby irrevocably requests and instructs the Issuer to
repay the within Note (or portion thereof specified below) pursuant to its terms
at a price equal to the principal amount thereof, together with interest to the
repayment date, to the undersigned, at
________________________________________________________________________________
________________________________________________________________________________
(Please Print or Typewrite Name and Address of the Undersigned)

         For this Note to be repaid the Issuer must receive at its office or
agency in the Borough of Manhattan, The City and State of New York, or at such
additional place or places of which the Issuer shall from time to time notify
the holder of the within Note, on or before the       or, if such       is not a
Business Day, the next succeeding Business Day, but not earlier than the
           prior to      ,      , and       (i) this Note with this "Option to
Elect Repayment" form duly completed or (ii) a telegram, telex, facsimile
transmission or letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or a trust
company in the United States of America setting forth the name of the holder of
the Note, the principal amount of the Note, the amount of the Note to be repaid,
a statement that the option to elect repayment is being made thereby and a
guarantee that the Note to be repaid with the form entitled "Option to Elect
Repayment" on the reverse of the Note duly completed will be received by the
Issuer not later than five Business Days after the date of such telegram, telex,
facsimile transmission or letter, and such Note and form duly completed are
received by the Issuer by such fifth Business Day.

                                       9
<PAGE>

         If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be $       or an integral
multiple of $       in excess of $       ) which the Holder elects to have
repaid: $      ; and specify the denomination or denominations (which shall be
$       or multiple of $       in excess of $       ) of the      -Year
Extendible Note or Notes to be issued to the Holder for the portion of the
within Note not being repaid (in the absence of such specification, one such
Note will be issued for the portion not being repaid); $       .

Dated:

                                           _____________________________________
                                           Note: The signature to this Option to
                                           Elect Repayment must correspond with
                                           the name as written upon the face of
                                           the Note in every particular without
                                           alteration or enlargement or any
                                           other change whatsoever.

                                       10