Exhibit 4.12















                                RIGHTS AGREEMENT



                                  dated as of

                                 March 12, 1999


                                    between


                             THE CHUBB CORPORATION


                                      and


                    FIRST CHICAGO TRUST COMPANY OF NEW YORK,

                                as Rights Agent


<PAGE>


                                                                           PAGE

                               TABLE OF CONTENTS

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

                                                                           PAGE
                                                                           ----

SECTION 1.  Definitions......................................................1
SECTION 2.  Appointment of Rights Agent......................................5
SECTION 3.  Issue of Right Certificates......................................5
SECTION 4.  Form of Right Certificates.......................................7
SECTION 5.  Countersignature and Registration................................7
SECTION 6.  Transfer and Exchange of Right Certificates; Mutilated,
                  Destroyed, Lost or Stolen Right Certificates...............8
SECTION 7.  Exercise of Rights; Purchase Price; Expiration Date of Rights....9
SECTION 8.  Cancellation and Destruction of Right Certificates..............11
SECTION 9.  Reservation and Availability of Capital Stock...................11
SECTION 10.  Preferred Stock Record Date....................................12
SECTION 11.  Adjustment of Purchase Price, Number and Kind of Shares
                  or Number of Rights.......................................13
SECTION 12.  Certificate of Adjusted Purchase Price or Number of Shares.....21
SECTION 13.  Consolidation, Merger or Sale or Transfer of Assets or
                  Earning Power.............................................22
SECTION 14.  Fractional Rights and Fractional Shares........................24
SECTION 15.  Rights of Action...............................................26
SECTION 16.  Agreement of Right Holders.....................................26
SECTION 17.  Right Certificate Holder Not Deemed a Shareholder..............27
SECTION 18.  Concerning the Rights Agent....................................27
SECTION 19.  Merger or Consolidation or Change of Name of Rights
                  Agent.....................................................28
SECTION 20.  Duties of Rights Agent.........................................28
SECTION 21.  Change of Rights Agent.........................................31
SECTION 22.  Issuance of New Right Certificates.............................32
SECTION 23.  Redemption.....................................................32
SECTION 24.  Exchange.......................................................33
SECTION 25.  Notice of Proposed Actions.....................................34
SECTION 26.  Notices........................................................35
SECTION 27.  Supplements and Amendments.....................................35
SECTION 28.  Successors.....................................................35
SECTION 29.  Determinations and Actions by the Board of Directors, etc......35
SECTION 30.  Benefits of this Agreement.....................................37
SECTION 31.  Severability...................................................37
SECTION 32.  Governing Law..................................................37
SECTION 33.  Counterparts...................................................37
SECTION 34.  Descriptive Headings...........................................37


<PAGE>


Exhibit A    -   Form of Certificate of Amendment; Series B Participating
                 Cumulative Preferred Stock
Exhibit B    -   Form of Right Certificate
Exhibit C    -   Summary Description of the Shareholder Rights Plan


<PAGE>


                                RIGHTS AGREEMENT

         AGREEMENT dated as of March 12, 1999, between The Chubb Corporation, a
New Jersey corporation (the "Company"), and First Chicago Trust Company of New
York, as Rights Agent (the "Rights Agent"),


                                       W I T N E S S E T H

         WHEREAS, the Board of Directors of the Company authorized and declared
a dividend of one preferred stock purchase right (a "Right") for each share of
Common Stock (as hereinafter defined) outstanding at the close of business on
March 31, 1999 (the "Record Date") and has authorized the issuance, upon the
terms and subject to the conditions hereinafter set forth, of one Right in
respect of each share of Common Stock issued after the Record Date, each Right
representing the right to purchase, upon the terms and subject to the
conditions hereinafter set forth, one one-thousandth of a share of Preferred
Stock (as hereinafter defined);

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1.  Definitions.  The following terms, as used herein, have the
following meanings:

         "Acquiring Person" means any Person who, together with all Affiliates
and Associates of such Person, shall be the Beneficial Owner of 20% or more of
the shares of Common Stock then outstanding, but shall not include an Exempt
Person; provided, however, that (a) if the Board of Directors of the Company
determines in good faith that a Person who would otherwise be an "Acquiring
Person" became such inadvertently (including, without limitation, because (i)
such Person was unaware that it beneficially owned a percentage of Common Stock
that would otherwise cause such Person to be an "Acquiring Person" or (ii) such
Person was aware of the extent of its Beneficial Ownership of Common Stock but
had no actual knowledge of the consequences of such Beneficial Ownership under
this Agreement) and without any intention of changing or influencing control of
the Company, and if such Person as promptly as practicable divested or divests
itself of Beneficial Ownership of a sufficient number of shares of Common Stock
so that such Person would no longer be an "Acquiring Person", then such Person
shall not be deemed to be or to have become an "Acquiring Person" for any
purposes of this Agreement; and (b) no Person shall become an "Acquiring
Person" as the result of an acquisition of shares of Common Stock by the
Company which, by reducing the number of shares outstanding, increases the


<PAGE>


proportionate number of shares of Common Stock then outstanding; provided,
however, that if a Person shall become the Beneficial Owner of 20% or more of
the shares of Common Stock then outstanding by reason of such share acquisition
by the Company and shall thereafter become the Beneficial Owner of any
additional shares of Common Stock (other than pursuant to a dividend or
distribution paid or made by the Company on the outstanding Common Stock or
pursuant to a split or subdivision of the outstanding Common Stock), then such
Person shall be deemed to be an "Acquiring Person" unless upon becoming the
Beneficial Owner of such additional shares of Common Stock such person does not
beneficially own 20% or more of the shares of Common Stock then outstanding.

         "Affiliate" and "Associate" have the respective meanings ascribed to
such terms in Rule 12b-2 under the Exchange Act as in effect on the date
hereof.

         A Person shall be deemed the "Beneficial Owner" of, and shall be
deemed to have "Beneficial Ownership" of and to "beneficially own", any
securities:

          (a) which such Person or any of its Affiliates or Associates,
         directly or indirectly, beneficially owns (as determined pursuant to
         Rule 13d-3 under the Exchange Act as in effect on the date hereof);

          (b) which such Person or any of its Affiliates or Associates,
         directly or indirectly, has

                       (i) the right to acquire (whether such right is
                  exercisable immediately or only upon the occurrence of
                  certain events or the passage of time or both) pursuant to
                  any agreement, arrangement or understanding (other than
                  customary agreements with and between underwriters and
                  selling group members with respect to a bona fide public
                  offering of securities), or upon the exercise of conversion
                  rights, exchange rights, rights, warrants or options, or
                  otherwise; provided, however, that a Person shall not be
                  deemed the Beneficial Owner of, or to beneficially own, (A)
                  securities tendered pursuant to a tender or exchange offer
                  made by or on behalf of such Person or any of such Person's
                  Affiliates or Associates until such tendered securities are
                  accepted for purchase, (B) securities which such Person has a
                  right to acquire upon the exercise of Rights at any time
                  prior to the time that any Person becomes an Acquiring Person
                  or (C) securities issuable upon the exercise of Rights from
                  and after the time that any Person becomes an Acquiring
                  Person if such Rights were acquired by such Person or


                                       2


<PAGE>


                  any of such Person's Affiliates or Associates prior to the
                  Distribution Date or pursuant to Section 3(a) or Section 22
                  hereof ("Original Rights") or pursuant to Section 11(i) or
                  Section 11(p) with respect to an adjustment to Original
                  Rights; or

                      (ii) the right to vote (whether such right is exercisable
                  immediately or only upon the occurrence of certain events or
                  the passage of time or both) pursuant to any agreement,
                  arrangement or understanding (whether or not in writing) or
                  otherwise; provided that a Person shall not be deemed the
                  "Beneficial Owner" of or to "beneficially own" any security
                  under this clause (ii) as a result of an agreement,
                  arrangement or understanding to vote such security if such
                  agreement, arrangement or understanding (A) arises solely
                  from a revocable proxy or consent given in response to a
                  public proxy or consent solicitation made pursuant to, and in
                  accordance with, the applicable rules and regulations under
                  the Exchange Act and (B) is not also then reportable by such
                  Person on Schedule 13D under the Exchange Act (or any
                  comparable or successor report); or

          (c) which are beneficially owned, directly or indirectly, by any
         other Person (or any Affiliate or Associate thereof) and with respect
         to which such Person or any of its Affiliates or Associates has any
         agreement, arrangement or understanding (other than customary
         agreements with and between underwriters and selling group members
         with respect to a bona fide public offering of securities) for the
         purpose of acquiring, holding, voting (except pursuant to a revocable
         proxy or consent as described in subparagraph (b)(ii) immediately
         above) or disposing of any such securities;

provided, however, that no Person who is an officer, director or employee of an
Exempt Person shall be deemed, solely by reason of such Person's status or
authority as such, to be the "Beneficial Owner" of, to have "Beneficial
Ownership" of or to "beneficially own" any securities that are "beneficially
owned", including, without limitation, in a fiduciary capacity, by an Exempt
Person or by any other such officer, director or employee of an Exempt Person.

         "Business Day" means any day other than a Saturday, Sunday or a day on
which banking institutions in the State of New York are authorized or obligated
by law or executive order to close.

         "Close of business" on any given date means 5:00 P.M., New York City
time, on such date; provided that if such date is not a Business Day "close of


                                       3


<PAGE>


business" means 5:00 P.M., New York City time, on the next succeeding Business
Day.

         "Common Stock" means the Common Stock, par value $1 per share, of the
Company, except that, when used with reference to any Person other than the
Company, "Common Stock" means the capital stock of such Person with the
greatest voting power, or the equity securities or other equity interest having
power to control or direct the management, of such Person.

         "Distribution Date" means the earlier of (a) the close of business on
the tenth day after the Stock Acquisition Date and (b) the close of business on
the tenth Business Day (or such later day as may be designated prior to the
occurrence of a Section 11(a)(ii) Event by action of the Board of Directors)
after the date of the commencement of a tender or exchange offer by any Person
if, upon consummation thereof, such Person would be an Acquiring Person.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Exempt Person" shall mean the Company or any Subsidiary of the
Company, in each case including, without limitation, in its fiduciary capacity,
or any employee benefit plan of the Company or of any Subsidiary of the
Company, or any entity or trustee holding Common Stock for or pursuant to the
terms of any such plan or for the purpose of funding any such plan or funding
other employee benefits for employees of the Company or of any Subsidiary of
the Company.

         "Expiration Date" means the earlier of (a) the Final Expiration Date
and (b) the time at which all Rights are redeemed as provided in Section 23 or
exchanged as provided in Section 24.

         "Final Expiration Date" means the close of business on March 12, 2009.

         "Independent Directors Committee" has the meaning specified in Section
29(b).

         "Person" means an individual, corporation, partnership, association,
trust or any other entity or organization.

         "Preferred Stock" means the Series B Participating Cumulative
Preferred Stock, par value $1 per share, of the Company having the terms set
forth in the form of certificate of designation attached hereto as Exhibit A.

         "Purchase Price" means the price (subject to adjustment as provided
herein) at which a holder of a Right may purchase one one-thousandth of a share


                                       4


<PAGE>


of Preferred Stock (subject to adjustment as provided herein) upon exercise of
a Right, which price shall initially be $240.

         "Section 11(a)(ii) Event" means any event described in the first
clause of Section 11(a)(ii).

         "Section 13 Event" means any event described in clauses (x), (y) or
(z) of Section 13(a).

         "Securities Act" means the Securities Act of 1933, as amended.

         "Stock Acquisition Date" means the date of the first public
announcement (including the filing of a report on Schedule 13D under the
Exchange Act (or any comparable or successor report)) by the Company or an
Acquiring Person indicating that an Acquiring Person has become such.

         "Subsidiary" of any Person means any other Person of which securities
or other ownership interests having ordinary voting power, in the absence of
contingencies, to elect a majority of the board of directors or other Persons
performing similar functions are at the time directly or indirectly owned by
such first Person.

         "Trading Day" means a day on which the principal national securities
exchange on which the shares of Common Stock are listed or admitted to trading
is open for the transaction of business or, if the shares of Common Stock are
not listed or admitted to trading on any national securities exchange, a
Business Day.

         "Triggering Event" means any Section 11(a)(ii) Event or any Section 13
Event.

         SECTION 2. Appointment of Rights Agent. The Company hereby appoints
the Rights Agent to act as agent for the Company and the holders of the Rights
in accordance with the terms and conditions hereof, and the Rights Agent hereby
accepts such appointment. The Company may from time to time appoint such
Co-Rights Agents as it may deem necessary or desirable. If the Company appoints
one or more Co-Rights Agents, the respective duties of the Rights Agent and any
Co-Rights Agents shall be as the Company shall determine.

         SECTION 3. Issue of Right Certificates. (a) Prior to the Distribution
Date, (i) the Rights will be evidenced by the certificates for the Common Stock
and not by separate Right Certificates (as hereinafter defined) and the
registered holders of the Common Stock shall be deemed to be the registered
holders of the associated Rights, and (ii) the Rights will be transferable only
in connection with the transfer


                                       5


<PAGE>


of the underlying Shares of Common Stock. As soon as practicable after the
Record Date, the Company will send a summary of the Rights substantially in the
form of Exhibit C hereto, by first-class, postage prepaid mail, to each record
holder of the Common Stock as of the close of business on the Record Date at
the address of such holder shown on the records of the Company.

          (b) As soon as practicable after the Company has notified the Rights
Agent of the occurrence of the Distribution Date, the Rights Agent will send,
by first-class, insured, postage prepaid mail, to each record holder of the
Common Stock as of the close of business on the Distribution Date, at the
address of such holder shown on the records of the Company, one or more Right
Certificates evidencing one Right (subject to adjustment as provided herein)
for each share of Common Stock so held. If an adjustment in the number of
Rights per share of Common Stock has been made pursuant to Section 11(p), the
Company shall, at the time of distribution of the Right Certificates, make the
necessary and appropriate rounding adjustments (in accordance with Section
14(a)) so that Right Certificates representing only whole numbers of Rights are
distributed and cash is paid in lieu of any fractional Rights. From and after
the Distribution Date, the Rights will be evidenced solely by such Right
Certificates.

          (c) Rights shall be issued in respect of all shares of Common Stock
outstanding as of the Record Date or issued (on original issuance or out of
treasury) after the Record Date but prior to the earlier of the Distribution
Date and the Expiration Date. In addition, in connection with the issuance or
sale of shares of Common Stock following the Distribution Date and prior to the
Expiration Date, the Company (i) shall, with respect to shares of Common Stock
so issued or sold (x) pursuant to the exercise of stock options or under any
employee plan or arrangement or (y) upon the exercise, conversion or exchange
of other securities issued by the Company prior to the Distribution Date and
(ii) may, in any other case, if deemed necessary or appropriate by the Board of
Directors of the Company, issue Right Certificates representing the appropriate
number of Rights in connection with such issuance or sale; provided that no
such Right Certificate shall be issued if, and to the extent that, (i) the
Company shall be advised by counsel that such issuance would create a
significant risk of material adverse tax consequences to the Company or the
Person to whom such Right Certificate would be issued or (ii) appropriate
adjustment shall otherwise have been made in lieu of the issuance thereof.

          (d) Certificates for the Common Stock issued after the Record Date
but prior to the earlier of the Distribution Date and the Expiration Date shall
have impressed on, printed on, written on or otherwise affixed to them the
following legend:


                                       6

<PAGE>


         This certificate also evidences certain Rights as set forth in a
         Rights Agreement between The Chubb Corporation and First Chicago Trust
         Company of New York dated as of March 12, 1999 (the "Rights
         Agreement"), the terms of which are hereby incorporated herein by
         reference and a copy of which is on file at the principal executive
         offices of the Company. The Company will mail to the holder of this
         certificate a copy of the Rights Agreement without charge promptly
         after receipt of a written request therefor. Under certain
         circumstances, as set forth in the Rights Agreement, such Rights may
         be evidenced by separate certificates and no longer be evidenced by
         this certificate, may be redeemed or exchanged or may expire. As set
         forth in the Rights Agreement, Rights issued to, or held by, any
         Person who is, was or becomes an Acquiring Person or an Affiliate or
         Associate thereof (as such terms are defined in the Rights Agreement),
         whether currently held by or on behalf of such Person or by any
         subsequent holder, may be null and void.

         SECTION 4. Form of Right Certificates. (a) The certificates evidencing
the Rights (and the forms of assignment, election to purchase and certificates
to be printed on the reverse thereof) (the "Right Certificates") shall be
substantially in the form of Exhibit B hereto and may have such marks of
identification or designation and such legends, summaries or endorsements
printed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Agreement, or as may be required to comply with any
applicable law, rule or regulation or with any rule or regulation of any stock
exchange on which the Rights may from time to time be listed, or to conform to
usage. The Right Certificates, whenever distributed, shall be dated as of the
Record Date.

          (b) Any Right Certificate representing Rights beneficially owned by
any Person referred to in clauses 7(d)(i), 7(d)(ii) or 7(d)(iii) shall (to the
extent feasible) contain the following legend:

         The Rights represented by this Right Certificate are or were
         beneficially owned by a Person who was or became an Acquiring Person
         or an Affiliate or Associate of an Acquiring Person (as such terms are
         defined in the Rights Agreement). This Right Certificate and the
         Rights represented hereby may be or may become null and void in the
         circumstances specified in Section 7(d) of such Agreement.

         SECTION 5. Countersignature and Registration. (a) The Right
Certificates shall be executed on behalf of the Company by its Chairman, its
President or any Vice President, either manually or by facsimile signature, and
shall have affixed thereto the Company's seal or a facsimile thereof which
shall be attested by the Secretary or an Assistant Secretary of the Company,
either


                                       7


<PAGE>


manually or by facsimile signature. The Right Certificates shall be manually
countersigned by the Rights Agent and shall not be valid for any purpose unless
so countersigned. In case any officer of the Company whose manual or facsimile
signature is affixed to the Right Certificates shall cease to be such officer
of the Company before countersignature by the Rights Agent and issuance and
delivery by the Company, such Right Certificates may, nevertheless, be
countersigned by the Rights Agent and issued and delivered with the same force
and effect as though the Person who signed such Right Certificates had not
ceased to be such officer of the Company. Any Right Certificate may be signed
on behalf of the Company by any Person who, at the actual date of the execution
of such Right Certificate, shall be a proper officer of the Company to sign
such Right Certificate, although at the date of the execution of this Rights
Agreement any such Person was not such an officer.

          (b) Following the Distribution Date, the Rights Agent will keep or
cause to be kept, at its principal office or offices designated as the place
for surrender of Right Certificates upon exercise, transfer or exchange, books
for registration and transfer of the Right Certificates. Such books shall show
with respect to each Right Certificate the name and address of the registered
holder thereof, the number of Rights indicated on the certificate and the
certificate number.

         SECTION 6. Transfer and Exchange of Right Certificates; Mutilated,
Destroyed, Lost or Stolen Right Certificates. (a) At any time after the
Distribution Date and prior to the Expiration Date, any Right Certificate or
Certificates may, upon the terms and subject to the conditions set forth below
in this Section 6(a), be transferred or exchanged for another Right Certificate
or Certificates evidencing a like number of Rights as the Right Certificate or
Certificates surrendered. Any registered holder desiring to transfer or
exchange any Right Certificate or Certificates shall surrender such Right
Certificate or Certificates (with, in the case of a transfer, the form of
assignment and certificate on the reverse side thereof duly executed) to the
Rights Agent at the principal office or offices of the Rights Agent designated
for such purpose. Neither the Rights Agent nor the Company shall be obligated
to take any action whatsoever with respect to the transfer of any such
surrendered Right Certificate or Certificates until the registered holder of
the Rights has complied with the requirements of Section 7(e). Upon
satisfaction of the foregoing requirements, the Rights Agent shall, subject to
Sections 4(b), 7(d), 14 and 24, countersign and deliver to the Person entitled
thereto a Right Certificate or Certificates as so requested. The Company may
require payment of a sum sufficient to cover any transfer tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of any Right Certificate or Certificates.


                                       8


<PAGE>


          (b) Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation
of a Right Certificate, and, in case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to them, and, at the Company's
request, reimbursement to the Company and the Rights Agent of all reasonable
expenses incidental thereto, and upon surrender to the Rights Agent and
cancellation of the Right Certificate if mutilated, the Company will issue and
deliver a new Right Certificate of like tenor to the Rights Agent for
countersignature and delivery to the registered owner in lieu of the Right
Certificate so lost, stolen, destroyed or mutilated.

         SECTION 7. Exercise of Rights; Purchase Price; Expiration Date of
Rights. (a) The registered holder of any Right Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein, including
Sections 7(d) and 7(e), 9(c), 11(a) and 24) in whole or in part at any time
after the Distribution Date and prior to the Expiration Date upon surrender of
the Right Certificate, with the form of election to purchase and the
certificate on the reverse side thereof duly executed, to the Rights Agent at
the principal office or offices of the Rights Agent designated for such
purpose, together with payment (in lawful money of the United States of America
by certified check or bank draft payable to the order of the Company) of the
aggregate Purchase Price with respect to the Rights then to be exercised and an
amount equal to any applicable transfer tax or other governmental charge.

          (b) Upon satisfaction of the requirements of Section 7(a) and subject
to Section 20(k), the Rights Agent shall thereupon promptly (i) (A) requisition
from any transfer agent of the Preferred Stock (or make available, if the
Rights Agent is the transfer agent therefor) certificates for the total number
of one one-hundredths of a share of Preferred Stock to be purchased (and the
Company hereby irrevocably authorizes its transfer agent to comply with all
such requests) or (B) if the Company shall have elected to deposit the shares
of Preferred Stock issuable upon exercise of the Rights with a depositary
agent, requisition from the depositary agent depositary receipts representing
such number of one one-hundredths of a share of Preferred Stock as are to be
purchased (in which case certificates for the shares of Preferred Stock
represented by such receipts shall be deposited by the transfer agent with the
depositary agent) and the Company will direct the depositary agent to comply
with such request, (ii) requisition from the Company the amount of cash, if
any, to be paid in lieu of issuance of fractional shares in accordance with
Section 14 and (iii) after receipt of such certificates or depositary receipts
and cash, if any, cause the same to be delivered to or upon the order of the
registered holder of such Right Certificate (with such certificates or receipts
registered in such name or names as may be designated by such holder). If the
Company is obligated to deliver Common Stock, other securities or assets
pursuant to this Agreement, the Company will make all arrangements necessary so


                                       9


<PAGE>


that such other securities and assets are available for delivery by the
Rights Agent, if and when appropriate.

          (c) In case the registered holder of any Right Certificate shall
exercise less than all the Rights evidenced thereby, a new Right Certificate
evidencing the number of Rights remaining unexercised shall be issued by the
Rights Agent and delivered to, or upon the order of, the registered holder of
such Right Certificate, registered in such name or names as may be designated
by such holder, subject to the provisions of Section 14.

          (d) Notwithstanding anything in this Agreement to the contrary, from
and after the first occurrence of a Section 11(a)(ii) Event, any Rights
beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of
an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the Acquiring Person
becomes such or (iii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee prior to or concurrently with
the Acquiring Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the Acquiring Person (or
any such Associate or Affiliate) to holders of equity interests in such
Acquiring Person (or in any such Associate or Affiliate) or to any Person with
whom the Acquiring Person (or any such Associate or Affiliate) has any
continuing agreement, arrangement or understanding regarding the transferred
Rights or (B) a transfer which is part of a plan, arrangement or understanding
which has as a primary purpose or effect the avoidance of this Section 7(d)
shall become null and void without any further action, and no holder of such
Rights shall have any rights whatsoever with respect to such Rights, whether
under any provision of this Agreement or otherwise. The Company shall use all
reasonable efforts to insure that the provisions of this Section 7(d) and
Section 4(b) are complied with, but shall have no liability to any holder of
Right Certificates or other Person as a result of its failure to make any
determinations with respect to an Acquiring Person or its Affiliates and
Associates or any transferee of any of them hereunder.

          (e) Notwithstanding anything in this Agreement to the contrary,
neither the Rights Agent nor the Company shall be obligated to undertake any
action with respect to a registered holder of Rights upon the occurrence of any
purported transfer pursuant to Section 6 or exercise pursuant to this Section 7
unless such registered holder (i) shall have completed and signed the
certificate contained in the form of assignment or election to purchase, as the
case may be, set forth on the reverse side of the Right Certificate surrendered
for such transfer or exercise, as the case may be, (ii) shall not have
indicated an affirmative response to clause 1 or 2 thereof and (iii) shall have
provided such additional evidence of the identity of


                                       10


<PAGE>


the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates
thereof as the Company shall reasonably request.

         SECTION 8. Cancellation and Destruction of Right Certificates. All
Right Certificates surrendered for exercise, transfer or exchange shall, if
surrendered to the Company or to any of its agents, be delivered to the Rights
Agent for cancellation or in canceled form, or, if surrendered to the Rights
Agent, shall be cancelled by it, and no Right Certificates shall be issued in
lieu thereof except as expressly permitted by this Agreement. The Company shall
deliver to the Rights Agent for cancellation, and the Rights Agent shall
cancel, any other Right Certificate purchased or acquired by the Company
otherwise than upon the exercise thereof. The Rights Agent shall deliver all
cancelled Right Certificates to the Company, or shall, at the written request
of the Company, destroy such cancelled Right Certificates, and in such case
shall deliver a certificate of destruction thereof to the Company.

         SECTION 9. Reservation and Availability of Capital Stock. (a) The
Company covenants and agrees that it will cause to be reserved and kept
available a number of shares of Preferred Stock which are authorized but not
outstanding or otherwise reserved for issuance sufficient to permit the
exercise in full of all outstanding Rights as provided in this Agreement.

          (b) So long as the Preferred Stock issuable upon the exercise of
Rights may be listed on any national securities exchange, the Company shall use
its best efforts to cause, from and after such time as the Rights become
exercisable, all securities reserved for such issuance to be listed on any such
exchange upon official notice of issuance upon such exercise.

          (c) The Company shall use its best efforts (i) to file, as soon as
practicable following the earliest date after the occurrence of a Section
11(a)(ii) Event as of which the consideration to be delivered by the Company
upon exercise of the Rights has been determined in accordance with Section
11(a)(iii), or as soon as is required by law following the Distribution Date,
as the case may be, a registration statement under the Securities Act with
respect to the securities issuable upon exercise of the Rights, (ii) to cause
such registration statement to become effective as soon as practicable after
such filing and (iii) to cause such registration statement to remain effective
(with a prospectus at all times meeting the requirements of the Securities Act)
until the earlier of (A) the date as of which the Rights are no longer
exercisable for such securities and (B) the Expiration Date. The Company will
also take such action as may be appropriate under, or to ensure compliance
with, the securities or blue sky laws of the various states in connection with
the exercisability of the Rights. The Company may temporarily suspend, for a
period of time not to exceed 90 days after the date set forth in


                                       11

<PAGE>


clause 9(c)(i), the exercisability of the Rights in order to prepare and file
such registration statement and permit it to become effective. Upon any such
suspension, the Company shall issue a public announcement stating that the
exercisability of the Rights has been temporarily suspended, as well as a
public announcement at such time as the suspension is no longer in effect.
Notwithstanding any such provision of this Agreement to the contrary, the
Rights shall not be exercisable for securities in any jurisdiction if the
requisite qualification in such jurisdiction shall not have been obtained, such
exercise therefor shall not be permitted under applicable law or a registration
statement in respect of such securities shall not have been declared effective.

          (d) The Company covenants and agrees that it will take all such
action as may be necessary to insure that all one one-thousandths of a share of
Preferred Stock issuable upon exercise of Rights shall, at the time of delivery
of the certificates for such securities (subject to payment of the Purchase
Price), be duly and validly authorized and issued and fully paid and
nonassessable.

          (e) The Company further covenants and agrees that it will pay when
due and payable any and all federal and state transfer taxes and other
governmental charges which may be payable in respect of the issuance or
delivery of the Right Certificates and of any certificates for Preferred Stock
upon the exercise of Rights. The Company shall not, however, be required to pay
any transfer tax or other governmental charge which may be payable in respect
of any transfer involved in the issuance or delivery of any Right Certificates
or of any certificates for Preferred Stock to a Person other than the
registered holder of the applicable Right Certificate, and prior to any such
transfer, issuance or delivery any such tax or other governmental charge shall
have been paid by the holder of such Right Certificate or it shall have been
established to the Company's satisfaction that no such tax or other
governmental charge is due.

         SECTION 10. Preferred Stock Record Date. Each Person (other than the
Company) in whose name any certificate for Preferred Stock is issued upon the
exercise of Rights shall for all purposes be deemed to have become the holder
of record of such Preferred Stock represented thereby on, and such certificate
shall be dated, the date upon which the Right Certificate evidencing such
Rights was duly surrendered and payment of the Purchase Price (and any transfer
taxes or other governmental charges) was made; provided that if the date of
such surrender and payment is a date upon which the transfer books of the
Company relating to the Preferred Stock are closed, such Person shall be deemed
to have become the record holder of such shares on, and such certificate shall
be dated, the next succeeding Business Day on which the applicable transfer
books of the Company are open. Prior to the exercise of the Rights evidenced
thereby, the holder of a Right Certificate shall not be entitled to any rights
of a shareholder of the


                                       12


<PAGE>


Company with respect to shares for which the Rights shall be exercisable,
including the right to vote, to receive dividends or other distributions or to
exercise any preemptive rights, and shall not be entitled to receive any notice
of any proceedings of the Company except as provided herein.

         SECTION 11. Adjustment of Purchase Price, Number and Kind of Shares or
Number of Rights. (a) (i) If the Company shall at any time after the date of
this Agreement (A) pay a dividend on the Preferred Stock payable in shares of
Preferred Stock, (B) subdivide the outstanding Preferred Stock into a greater
number of shares, (C) combine the outstanding Preferred Stock into a smaller
number of shares or (D) issue any shares of its capital stock in a
reclassification of the Preferred Stock (including any such reclassification in
connection with a consolidation or merger involving the Company), the Purchase
Price in effect immediately prior to the record date for such dividend or of
the effective date of such subdivision, combination or reclassification, and
the number and kind of shares of Preferred Stock or other capital stock
issuable on such date shall be proportionately adjusted so that each holder of
a Right shall (except as otherwise provided herein, including Section 7(d))
thereafter be entitled to receive, upon exercise thereof at the Purchase Price
in effect immediately prior to such date, the aggregate number and kind of
shares of Preferred Stock or other capital stock, as the case may be, which, if
such Right had been exercised immediately prior to such date and at a time when
the applicable transfer books of the Company were open, such holder would have
been entitled to receive upon such exercise and by virtue of such dividend,
subdivision, combination or reclassification. If an event occurs which requires
an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the
adjustment provided for in this Section 11(a)(i) shall be in addition to, and
shall be made prior to, any adjustment required pursuant to Section 11(a)(ii).

              (ii) If any Person, alone or together with its Affiliates and
         Associates, shall, at any time after the date of this Agreement,
         become an Acquiring Person, then proper provision shall promptly be
         made so that each holder of a Right shall (except as otherwise
         provided herein, including Section 7(d)) thereafter be entitled to
         receive, upon exercise thereof at the Purchase Price in effect
         immediately prior to the first occurrence of a Section 11(a)(ii)
         Event, in lieu of Preferred Stock, such number of duly authorized,
         validly issued, fully paid and nonassessable shares of Common Stock of
         the Company (such shares being referred to herein as the "Adjustment
         Shares") as shall be equal to the result obtained by dividing

                    (x)   the product obtained by multiplying the Purchase
              Price in effect immediately prior to the first occurrence of a
              Section

                                   13
<PAGE>


              11(a)(ii) Event by the number of one one-thousandths of a share
              of Preferred Stock for which a Right was exercisable immediately
              prior to such first occurrence (such product being thereafter
              referred to as the "Purchase Price" for each Right and for all
              purposes of this Agreement) by

                    (y)   50% of the current market price (determined pursuant
              to Section 11(d)(i)) per share of Common Stock on the date of such
              first occurrence;

provided that if the transaction that would otherwise give rise to the
foregoing adjustment is also subject to the provisions of Section 13, then only
the provisions of Section 13 shall apply and no adjustment shall be made
pursuant to this Section 11(a)(ii).

             (iii) If the number of shares of Common Stock which are authorized
         by the Company's certificate of incorporation but not outstanding or
         reserved for issuance other than upon exercise of the Rights is not
         sufficient to permit the exercise in full of the Rights in accordance
         with Section 11(a)(ii), the Company shall, with respect to each Right,
         make adequate provision to substitute for the Adjustment Shares, upon
         payment of the Purchase Price then in effect, (A) (to the extent
         available) Common Stock and then, (B) (to the extent available) other
         equity securities of the Company which are essentially equivalent to
         shares of Common Stock in respect to dividend, liquidation and voting
         rights (such securities being referred to herein as "common stock
         equivalents") and then, if necessary, (C) other equity or debt
         securities of the Company, cash or other assets, a reduction in the
         Purchase Price or any combination of the foregoing, having an
         aggregate value (based upon the advice of a nationally recognized
         investment banking firm) equal to the value of the Adjustment Shares;
         provided that (x) the Company may, and (y) if the Company shall not
         have made adequate provision as required above to deliver value within
         30 days following the later of the first occurrence of a Section
         11(a)(ii) Event and the first date that the right to redeem the Rights
         pursuant to Section 23 shall expire, then the Company shall be
         obligated to deliver, upon the surrender for exercise of a Right and
         without requiring payment of the Purchase Price, (1) (to the extent
         available) Common Stock and then (2) (to the extent available) common
         stock equivalents and then, if necessary, (3) other equity or debt
         securities of the Company, cash or other assets or any combination of
         the foregoing, having an aggregate value (based upon the advice of a
         nationally recognized investment banking firm) equal to the excess of
         the value of the Adjustment Shares over the Purchase Price. To the
         extent that the Company determines that


                                       14


<PAGE>


         some action is to be taken pursuant to the preceding sentence, the
         Company (X) shall provide, subject to Section 7(d), that such action
         shall apply uniformly to all outstanding Rights and (Y) may suspend
         the exercisability of the Rights until the expiration of the 30-day
         period set forth above in order to decide the appropriate form and
         value of any consideration to be delivered as referred to in the
         preceding sentence. If any such suspension occurs, the Company shall
         issue a public announcement stating that the exercisability of the
         Rights has been temporarily suspended, as well as a public
         announcement at such time as the suspension is no longer in effect.
         For purposes of this Section 11(a)(iii), the value of the Common Stock
         shall be the current market price per share of Common Stock (as
         determined pursuant to Section 11(d)) on the date of the first
         occurrence of a Section 11(a)(ii) Event; any common stock equivalent
         shall be deemed to have the same value as the Common Stock on such
         date; and the value of other securities or assets shall be determined
         pursuant to Section 11(d)(iii).

         (b) In case the Company shall fix a record date for the issuance of
rights, options or warrants to all holders of Preferred Stock entitling them to
subscribe for or purchase (for a period expiring within 45 calendar days after
such record date) Preferred Stock (or securities having the same rights,
privileges and preferences as the shares of Preferred Stock ("equivalent
preferred stock")) or securities convertible into or exercisable for Preferred
Stock (or equivalent preferred stock) at a price per share of Preferred Stock
(or equivalent preferred stock) (in each case, taking account of any conversion
or exercise price) less than the current market price (as determined pursuant
to Section 11(d)) per share of Preferred Stock on such record date, the
Purchase Price to be in effect after such record date shall be determined by
multiplying the Purchase Price in effect immediately prior to such date by a
fraction, the numerator of which shall be the number of shares of Preferred
Stock outstanding on such record date, plus the number of shares of Preferred
Stock which the aggregate price (taking account of any conversion or exercise
price) of the total number of shares of Preferred Stock (and/or equivalent
preferred stock) so to be offered would purchase at such current market price
and the denominator of which shall be the number of shares of Preferred Stock
outstanding on such record date plus the number of additional shares of
Preferred Stock (and/or equivalent preferred stock) so to be offered. In case
such subscription price may be paid by delivery of consideration part or all of
which shall be in a form other than cash, the value of such consideration shall
be as determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent and
shall be conclusive for all purposes. Shares of Preferred Stock owned by or
held for the account of the Company shall not be deemed outstanding for the
purpose of any such computation. Such adjustment shall be made successively
whenever


                                       15


<PAGE>


such a record date is fixed, and if such rights, options or warrants are not so
issued, the Purchase Price shall be adjusted to be the Purchase Price which
would then be in effect if such record date had not been fixed.

         (c) In case the Company shall fix a record date for the making of a
distribution to all holders of Preferred Stock (including any such distribution
made in connection with a consolidation or merger involving the Company) of
evidences of indebtedness, equity securities other than Preferred Stock, assets
(other than a regular periodic cash dividend out of the earnings or retained
earnings of the Company) or rights, options or warrants (excluding those
referred to in Section 11(b)), the Purchase Price to be in effect after such
record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the current market price (as determined pursuant to Section 11(d)) per
share of Preferred Stock on such record date, less the value (as determined
pursuant to Section 11(d)(iii)) of such evidences of indebtedness, equity
securities, assets, rights, options or warrants so to be distributed with
respect to one share of Preferred Stock and the denominator of which shall be
such current market price per share of Preferred Stock. Such adjustment shall
be made successively whenever such a record date is fixed, and if such
distribution is not so made, the Purchase Price shall be adjusted to be the
Purchase Price which would then be in effect if such record date had not been
fixed.

         (d) (i) For the purpose of any computation hereunder other than
computations made pursuant to Section 11(a)(iii) or 14, the "current market
price" per share of Common Stock on any date shall be deemed to be the average
of the daily closing prices per share of such Common Stock for the 30
consecutive Trading Days immediately prior to such date; for purposes of
computations made pursuant to Section 11(a)(iii), the "current market price"
per share of Common Stock on any date shall be deemed to be the average of the
daily closing prices per share of such Common Stock for the 10 consecutive
Trading Days immediately following such date; and for purposes of computations
made pursuant to Section 14, the "current market price" per share of Common
Stock for any Trading Day shall be deemed to be the closing price per share of
Common Stock for such Trading Day; provided that if the current market price
per share of the Common Stock is determined during a period following the
announcement by the issuer of such Common Stock of (A) a dividend or
distribution on such Common Stock payable in shares of such Common Stock or
securities exercisable for or convertible into shares of such Common Stock
(other than the Rights), or (B) any subdivision, combination or
reclassification of such Common Stock, and prior to the expiration of the
requisite 30 Trading Day or 10 Trading Day period, as set forth above, after
the ex-dividend date for such dividend or distribution, or the record date for
such subdivision, combination or reclassification, then, and in each


                                       16


<PAGE>


such case, the "current market price" shall be properly adjusted to take into
account ex-dividend trading. The closing price for each day shall be the last
sale price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the New York Stock
Exchange or, if the shares of Common Stock are not listed or admitted to
trading on the New York Stock Exchange, on the principal national securities
exchange on which the shares of Common Stock are listed or admitted to trading
or, if the shares of Common Stock are not listed or admitted to trading on any
national securities exchange, the last quoted price or, if not so quoted, the
average of the high bid and low asked prices in the over-the-counter market, as
reported by the National Association of Securities Dealers, Inc. Automated
Quotation System ("NASDAQ") or such other system then in use or, if on any such
date the shares of Common Stock are not quoted by any such organization, the
average of the closing bid and asked prices as furnished by a professional
market maker making a market in the Common Stock selected by the Board of
Directors of the Company. If on any such date no market maker is making a
market in the Common Stock, the fair value of such shares on such date as
determined in good faith by the Board of Directors of the Company (or, if at
the time of such determination there is an Acquiring Person, by a nationally
recognized investment banking firm) shall be used. If the Common Stock is not
publicly held or not so listed or traded, the "current market price" per share
means the fair value per share as determined in good faith by the Board of
Directors of the Company, or, if at the time of such determination there is an
Acquiring Person, by a nationally recognized investment banking firm, which
determination shall be described in a statement filed with the Rights Agent and
shall be conclusive for all purposes.

             (ii) For the purpose of any computation hereunder, the "current
         market price" per share of Preferred Stock shall be determined in the
         same manner as set forth above for the Common Stock in Section 11(d)(i)
         (other than the last sentence thereof). If the current market price
         per share of Preferred Stock cannot be determined in such manner, the
         "current market price" per share of Preferred Stock shall be
         conclusively deemed to be an amount equal to 1000 (as such number may
         be appropriately adjusted for such events as stock splits, stock
         dividends and recapitalizations with respect to the Common Stock
         occurring after the date of this Agreement) multiplied by the current
         market price per share of Common Stock (as determined pursuant to
         Section 11(d)(i) (other than the last sentence thereof)). If neither
         the Common Stock nor the Preferred Stock is publicly held or so listed
         or traded, the "current market price" per share of the Preferred Stock
         shall be determined in the same manner as set forth in the last
         sentence of Section 11(d)(i). For all purposes of this Agreement, the


                                       17

<PAGE>


         "current market price" of one one-thousandth of a share of Preferred
         Stock shall be equal to the "current market price" of one share of
         Preferred Stock divided by 1000.

             (iii) For the purpose of any computation hereunder, the value of
         any securities or assets other than Common Stock or Preferred Stock
         shall be the fair value as determined in good faith by the Board of
         Directors of the Company, or, if at the time of such determination
         there is an Acquiring Person, by a nationally recognized investment
         banking firm, which determination shall be described in a statement
         filed with the Rights Agent and shall be conclusive for all purposes.

         (e) Anything herein to the contrary notwithstanding, no adjustment in
the Purchase Price shall be required unless such adjustment would require an
increase or decrease of at least 1% in the Purchase Price; provided that any
adjustments which by reason of this Section 11(e) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 11 shall be made to the nearest cent or to
the nearest ten-thousandth of a share of Common Stock or other share or
one-millionth of a share of Preferred Stock, as the case may be.

         (f) If at any time, as a result of an adjustment made pursuant to
Section 11(a)(ii) or Section 13(a), the holder of any Right shall be entitled
to receive upon exercise of such Right any shares of capital stock other than
Preferred Stock, thereafter the number of such other shares so receivable upon
exercise of any Right and the Purchase Price thereof 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 the Preferred Stock contained in
Section 11(a), 11(b), 11(c), 11(e), 11(g), 11(h), 11(i), 11(j), 11(k) and
11(m), and the provisions of Sections 7, 9, 10, 13 and 14 with respect to the
Preferred Stock shall apply on like terms to any such other shares.

         (g) All Rights originally issued by the Company subsequent to any
adjustment made hereunder shall evidence the right to purchase, at the Purchase
Price then in effect, the then applicable number of one one-thousandth of a
share of Preferred Stock and other capital stock of the Company issuable from
time to time hereunder upon exercise of the Rights, all subject to further
adjustment as provided herein.

         (h) Unless the Company shall have exercised its election as provided
in Section 11(i), upon each adjustment of the Purchase Price as a result of the
calculations made in Section 11(b) and 11(c), each Right outstanding
immediately prior to the making of such adjustment shall thereafter evidence
the right to


                                       18


<PAGE>



purchase, at the adjusted Purchase Price, that number of one one-thousandths of
a share of Preferred Stock (calculated to the nearest one-millionth) obtained
by (i) multiplying (x) the number of one one-thousandths of a share for which a
Right was exercisable immediately prior to this adjustment by (y) the Purchase
Price in effect immediately prior to such adjustment of the Purchase Price and
(ii) dividing the product so obtained by the Purchase Price in effect
immediately after such adjustment of the Purchase Price.

         (i) The Company may elect on or after the date of any adjustment of
the Purchase Price to adjust the number of Rights, in lieu of any adjustment in
the number of one one-thousandths of a share of Preferred Stock issuable upon
the exercise of a Right. Each of the Rights outstanding after such adjustment
of the number of Rights shall be exercisable for the number of one
one-thousandths of a share of Preferred Stock for which such Right was
exercisable immediately prior to such adjustment. Each Right held of record
prior to such adjustment of the number of Rights shall become that number of
Rights (calculated to the nearest ten-thousandth) obtained by dividing the
Purchase Price in effect immediately prior to adjustment of the Purchase Price
by the Purchase Price in effect immediately after adjustment of the Purchase
Price. The Company shall make a public announcement of its election to adjust
the number of Rights, indicating the record date for the adjustment, and, if
known at the time, the amount of the adjustment to be made. This record date
may be the date on which the Purchase Price is adjusted or any day thereafter,
but, if the Right Certificates have been issued, shall be at least 10 days
later than the date of the public announcement. If Right Certificates have been
issued, upon each adjustment of the number of Rights pursuant to this Section
11(i), the Company shall, as promptly as practicable, cause to be distributed
to holders of record of Right Certificates on such record date Right
Certificates evidencing, subject to Section 14, the additional Rights to which
such holders shall be entitled as a result of such adjustment, or, at the
option of the Company, shall cause to be distributed to such holders of record
in substitution and replacement for the Right Certificates held by such holders
prior to the date of adjustment, and upon surrender thereof, if required by the
Company, new Right Certificates evidencing all the Rights to which such holders
shall be entitled after such adjustment. Right Certificates so to be
distributed shall be issued, executed and countersigned in the manner provided
for herein (and may bear, at the option of the Company, the adjusted Purchase
Price) and shall be registered in the names of the holders of record of Right
Certificates on the record date specified in the public announcement.

         (j) Irrespective of any adjustment or change in the Purchase Price or
the number of one one-thousandths of a share of Preferred Stock issuable upon
the exercise of the Rights, the Right Certificates theretofore and thereafter
issued may continue to express the Purchase Price per one one-thousandths of a
share and the


                                       19


<PAGE>


number of shares which were expressed in the initial Right Certificates issued
hereunder.

         (k) Before taking any action that would cause an adjustment reducing
the Purchase Price below the par value, if any, of the number of one
one-thousandths of a share of Preferred Stock issuable upon exercise of the
Rights, the Company shall take any corporate action which may, in the opinion
of its counsel, be necessary in order that the Company may validly and legally
issue fully paid and nonassessable such number of one one-thousandths of a
share of Preferred Stock at such adjusted Purchase Price.

         (l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event the issuance to the holder of any Right exercised after such record date
the number of one one-thousandths of a share of Preferred Stock or other
capital stock of the Company, if any, issuable upon such exercise over and
above the number of one one-hundredths of a share of Preferred Stock or other
capital stock of the Company, if any, issuable upon such exercise on the basis
of the Purchase Price in effect prior to such adjustment; provided that the
Company shall deliver to such holder a due bill or other appropriate instrument
evidencing such holder's right to receive such additional shares upon the
occurrence of the event requiring such adjustment.

         (m) Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that it, in its sole discretion, shall determine to be advisable in
order that any consolidation or subdivision of the Preferred Stock, issuance
wholly for cash of any Preferred Stock at less than the current market price,
issuance wholly for cash of Preferred Stock or securities which by their terms
are convertible into or exercisable for Preferred Stock, stock dividends or
issuance of rights, options or warrants referred to in this Section 11,
hereafter made by the Company to the holders of its Preferred Stock, shall not
be taxable to such stockholders.

         (n) The Company covenants and agrees that it will not at any time
after the Distribution Date (i) consolidate, merge or otherwise combine with or
(ii) sell or otherwise transfer (and/or permit any of its Subsidiaries to sell
or otherwise transfer), in one transaction or a series of related transactions,
assets or earning power aggregating more than 50% of the assets or earning
power of the Company and its Subsidiaries, taken as a whole, to any other
Person or Persons if (x) at the time of or immediately after such
consolidation, merger, combination or sale there are any rights, warrants or
other instruments or securities outstanding or any


                                       20


<PAGE>


agreements or arrangements in effect which would substantially diminish or
otherwise eliminate the benefits intended to be afforded by the Rights or (y)
prior to, simultaneously with or immediately after such consolidation, merger,
combination or sale, the stockholders of a Person who constitutes, or would
constitute, the "Principal Party" for the purposes of Section 13 shall have
received a distribution of Rights previously owned by such Person or any of its
Affiliates and Associates.

         (o) The Company covenants and agrees that after the Distribution
Date, it will not, except as permitted by Sections 23, 24 and 27, take (or
permit any Subsidiary to take) any action if at the time such action is taken
it is reasonably foreseeable that such action will substantially diminish or
otherwise eliminate the benefits intended to be afforded by the Rights.

         (p) Notwithstanding anything in this Agreement to the contrary, if at
any time after the date hereof and prior to the Distribution Date the Company
shall (i) pay a dividend on the outstanding shares of Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock into a
larger number of shares or (iii) combine the outstanding Common Stock into a
smaller number of shares, the number of Rights associated with each share of
Common Stock then outstanding, or issued or delivered thereafter as
contemplated by Section 3(c), shall be proportionately adjusted so that the
number of Rights thereafter associated with each share of Common Stock
following any such event shall equal the result obtained by multiplying the
number of Rights associated with each share of Common Stock immediately prior
to such event by a fraction the numerator of which shall be the total number of
shares of Common Stock outstanding immediately prior to the occurrence of the
event and the denominator of which shall be the total number of shares of
Common Stock outstanding immediately following the occurrence of such event.

         SECTION 12. Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an adjustment is made as provided in Sections 11 and 13, the
Company shall (a) promptly prepare a certificate setting forth such adjustment
and a brief statement of the facts accounting for such adjustment, (b) promptly
file with the Rights Agent and with each transfer agent for the Preferred Stock
and the Common Stock a copy of such certificate and (c) mail a brief summary
thereof to each holder of a Right Certificate (or, if prior to the Distribution
Date, to each holder of a certificate representing shares of Common Stock) in
the manner set forth in Section 26. The Rights Agent shall be fully protected
in relying on any such certificate and on any adjustment therein contained.


                                       21


<PAGE>


         SECTION 13.  Consolidation, Merger or Sale or Transfer of Assets or
Earning Power.  (a)  If, following the Stock Acquisition Date, directly or
indirectly,

             (x) the Company shall consolidate with, merge into, or otherwise
         combine with, any other Person, and the Company shall not be the
         continuing or surviving corporation of such consolidation, merger or
         combination,

             (y) any Person shall merge into, or otherwise combine with, the
         Company, and the Company shall be the continuing or surviving
         corporation of such merger or combination and, in connection with such
         merger or combination, all or part of the outstanding shares of Common
         Stock shall be changed into or exchanged for other stock or securities
         of the Company or any other Person, cash or any other property, or

             (z) the Company and/or one or more of its Subsidiaries shall sell
         or otherwise transfer, in one transaction or a series of related
         transactions, assets or earning power aggregating more than 50% of the
         assets or earning power of the Company and its Subsidiaries, taken as
         a whole, to any other Person or Persons,

then, and in each such case, proper provision shall promptly be made so that

             (i) each holder of a Right shall thereafter be entitled to receive,
         upon exercise thereof at the Purchase Price in effect immediately
         prior to the first occurrence of any Triggering Event, such number of
         duly authorized, validly issued, fully paid and nonassessable shares
         of freely tradeable Common Stock of the Principal Party (as
         hereinafter defined), not subject to any rights of call or first
         refusal, liens, encumbrances or other claims, as shall be equal to the
         result obtained by dividing

                       (A) the product obtained by multiplying the Purchase
                  Price in effect immediately prior to the first occurrence of
                  any Triggering Event by the number of one one-hundredths of a
                  share of Preferred Stock for which a Right was exercisable
                  immediately prior to such first occurrence (such product
                  being thereafter referred to as the "Purchase Price" for each
                  Right and for all purposes of this Agreement) by

                       (B) 50% of the current market price (determined pursuant
                  to Section 11(d)(i)) per share of the Common Stock of such


                                       22


<PAGE>


                  Principal Party on the date of consummation of such
                  consolidation, merger, combination, sale or transfer;

              (ii) the Principal Party shall thereafter be liable for, and shall
         assume, by virtue of such consolidation, merger, combination, sale or
         transfer, all the obligations and duties of the Company pursuant to
         this Agreement;

             (iii) the term "Company" shall thereafter be deemed to refer to
         such Principal Party, it being specifically intended that the
         provisions of Section 11 shall apply only to such Principal Party
         following the first occurrence of a Section 13 Event; and

              (iv) such Principal Party shall take such steps (including the
         authorization and reservation of a sufficient number of shares of its
         Common Stock to permit exercise of all outstanding Rights in
         accordance with this Section 13(a)) in connection with the
         consummation of any such transaction as may be necessary to assure
         that the provisions hereof shall thereafter be applicable, as nearly
         as reasonably may be, in relation to the shares of its Common Stock
         thereafter deliverable upon the exercise of the Rights.

         (b)   "Principal Party" means

              (i) in the case of any transaction described in Section 13(a)(x)
         or (y), the Person that is the issuer of any securities into which
         shares of Common Stock of the Company are converted in such merger,
         consolidation or combination, and if no securities are so issued, the
         Person that survives or results from such merger, consolidation or
         combination; and

             (ii) in the case of any transaction described in Section 13(a)(z),
         the Person that is the party receiving the greatest portion of the
         assets or earning power transferred pursuant to such transaction or
         transactions;

provided that in any such case, (A) if the Common Stock of such Person is not
at such time and has not been continuously over the preceding 12-month period
registered under Section 12 of the Exchange Act, and such Person is a direct or
indirect Subsidiary of another Person the Common Stock of which is and has been
so registered, "Principal Party" shall refer to such other Person; and (B) in
case such Person is a Subsidiary, directly or indirectly, of more than one
Person, the Common Stocks of two or more of which are and have been so
registered,


                                       23


<PAGE>


"Principal Party" shall refer to whichever of such Persons is the issuer of the
Common Stock having the greatest aggregate market value.

          (c) The Company shall not consummate any such consolidation, merger,
combination, sale or transfer unless the Principal Party shall have a
sufficient number of authorized shares of its Common Stock which are not
outstanding or otherwise reserved for issuance to permit the exercise in full
of the Rights in accordance with this Section 13 and unless prior thereto the
Company and such Principal Party shall have executed and delivered to the
Rights Agent a supplemental agreement providing for the terms set forth in
Section 13(a) and 13(b) and providing that, as soon as practicable after the
date of any consolidation, merger, combination, sale or transfer mentioned in
Section 13(a), the Principal Party will

             (i) prepare and file a registration statement under the Securities
         Act with respect to the securities issuable upon exercise of the
         Rights, and will use its best efforts to cause such registration
         statement (A) to become effective as soon as practicable after such
         filing and (B) to remain effective (with a prospectus at all times
         meeting the requirements of the Securities Act) until the Expiration
         Date and

           (ii) deliver to holders of the Rights historical financial statements
         for the Principal Party and each of its Affiliates which comply in all
         respects with the requirements for registration on Form 10 under the
         Exchange Act.

The provisions of this Section 13 shall similarly apply to successive mergers,
consolidations, combinations, sales or other transfers. If any Section 13 Event
shall occur at any time after the occurrence of a Section 11(a)(ii) Event, the
Rights which have not theretofore been exercised shall thereafter become
exercisable in the manner described in Section 13(a).

         SECTION 14. Fractional Rights and Fractional Shares. (a) The Company
shall not be required to issue fractions of Rights, except prior to the
Distribution Date as provided in Section 11(p), or to distribute Right
Certificates which evidence fractional Rights. In lieu of any such fractional
Rights, the Company shall pay to the registered holders of the Right
Certificates with regard to which such fractional Rights would otherwise be
issuable an amount in cash equal to the same fraction of the current market
price of a whole Right. For purposes of this Section 14(a), the current market
price of a whole Right shall be the closing price of a Right for the Trading
Day immediately prior to the date on which such fractional Rights would
otherwise have been issuable. The closing price of a Right for any day shall be
the last sale price, regular way, or, in case no such sale


                                       24


<PAGE>


takes place on such day, the average of the closing bid and asked prices,
regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the Rights are not listed or
admitted to trading on the New York Stock Exchange, on the principal national
securities exchange on which the Rights are listed or admitted to trading or,
if the Rights are not listed or admitted to trading on any national securities
exchange, the last quoted price, or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by NASDAQ
or such other system then in use or, if on any such date the Rights are not
quoted by any such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a market in the
Rights selected by the Board of Directors of the Company. If on any such date
no such market maker is making a market in the Rights, the current market price
of the Rights on such date shall be as determined in good faith by the Board of
Directors of the Company, or, if at the time of such determination there is an
Acquiring Person, by a nationally recognized investment banking firm.

          (b) The Company shall not be required to issue fractions of shares of
Preferred Stock (other than fractions which are multiples of one
one-thousandths of a share of Preferred Stock) upon exercise of the Rights or
to distribute certificates which evidence fractional shares of Preferred Stock
(other than fractions which are multiples of one one-thousandth of a share of
Preferred Stock). In lieu of any such fractional shares of Preferred Stock, the
Company shall pay to the registered holders of Right Certificates at the time
such Rights are exercised as herein provided an amount in cash equal to the
same fraction of the current market price of one one-thousandth of a share of
Preferred Stock. For purposes of this Section 14(b), the current market price
of one one-thousandth of a share of Preferred Stock shall be one one-thousandth
of the closing price of a share of Preferred Stock (as determined pursuant to
Section 11(d)) for the Trading Day immediately prior to the date of such
exercise.

          (c) Following the occurrence of any Triggering Event or upon any
exchange pursuant to Section 24, the Company shall not be required to issue
fractions of shares of Common Stock upon exercise of the Rights or to
distribute certificates which evidence fractional shares of Common Stock. In
lieu of fractional shares of Common Stock, the Company shall pay to the
registered holders of Right Certificates at the time such Rights are exercised
or exchanged as herein provided an amount in cash equal to the same fraction of
the current market price of a share of Common Stock. For purposes of this
Section 14(c), the current market price of a share of Common Stock shall be the
closing price of a share of Common Stock (as determined pursuant to Section
11(d)(i)) for the Trading Day immediately prior to the date of such exercise or
exchange.


                                       25


<PAGE>


          (d) The holder of a Right by the acceptance of the Right expressly
waives his right to receive any fractional Rights or any fractional shares upon
exercise of a Right except as permitted by this Section 14.

         SECTION 15. Rights of Action. All rights of action in respect of this
Agreement are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of
certificates representing Common Stock); and any registered holder of any Right
Certificate (or, prior to the Distribution Date, of any certificate
representing Common Stock), without the consent of the Rights Agent or of the
holder of any other Right Certificate (or, prior to the Distribution Date, of
any certificate representing Common Stock), may, in his own behalf and for his
own benefit, enforce, and may institute and maintain any suit, action or
proceeding against the Company to enforce, or otherwise act in respect of, his
right to exercise the Rights evidenced by such Right Certificate in the manner
provided in such Right Certificate and in this Agreement. Without limiting the
foregoing or any remedies available to the holders of Rights, it is
specifically acknowledged that the holders of Rights would not have an adequate
remedy at law for any breach of this Agreement and will be entitled to specific
performance of the obligations under, and injunctive relief against actual or
threatened violations of the obligations of, any Person subject to this
Agreement.

         SECTION 16. Agreement of Right Holders. Every holder of a Right by
accepting the same consents and agrees with the Company and the Rights Agent
and with every other holder of a Right that:

              (a) prior to the Distribution Date, the Rights will be
         transferable only in connection with the transfer of Common Stock;

              (b) after the Distribution Date, the Right Certificates are
         transferable only on the registry books of the Rights Agent if
         surrendered at the principal office or offices of the Rights Agent
         designated for such purposes, duly endorsed or accompanied by a proper
         instrument of transfer and with the appropriate forms and certificates
         fully executed;

             (c) subject to Sections 6 and 7, the Company and the Rights Agent
         may deem and treat the Person in whose name a Right Certificate (or,
         prior to the Distribution Date, a certificate representing shares of
         Common Stock) is registered as the absolute owner thereof and of the
         Rights evidenced thereby (notwithstanding any notations of ownership or
         writing on the Right Certificate or the certificate representing
         shares of Common Stock made by anyone other than the Company or the
         Rights Agent) for all purposes whatsoever, and neither the Company nor
         the


                                       26


<PAGE>


         Rights Agent, subject to the last sentence of Section 7(d), shall be
         affected by any notice to the contrary; and

             (d) notwithstanding anything in this Agreement to the contrary,
         neither the Company nor the Rights Agent shall have any liability to
         any holder of a Right or other Person as a result of its inability to
         perform any of its obligations under this Agreement by reason of any
         preliminary or permanent injunction or other order, decree or ruling
         issued by a court of competent jurisdiction or by a governmental,
         regulatory or administrative agency or commission, or any statute,
         rule, regulation or executive order promulgated or enacted by any
         governmental authority prohibiting or otherwise restraining
         performance of such obligation; provided that the Company must use its
         best efforts to have any such order, decree or ruling lifted or
         otherwise overturned as soon as possible.

         SECTION 17. Right Certificate Holder Not Deemed a Shareholder. No
holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the shares of capital
stock which may at any time be issuable on the exercise of the Rights
represented thereby, nor shall anything contained herein or in any Right
Certificate be construed to confer upon the holder of any Right Certificate, as
such, any of the rights of a shareholder of the Company or any right to vote
for the election of directors or upon any matter submitted to shareholders at
any meeting thereof, or to give or withhold consent to any corporate action, or
to receive notice of meetings or other actions affecting shareholders (except
as provided in Section 25), or to receive dividends or subscription rights, or
otherwise, until the Right or Rights evidenced by such Right Certificate shall
have been exercised in accordance with the provisions hereof.

         SECTION 18. Concerning the Rights Agent. (a) The Company agrees to pay
to the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and disbursements and other disbursements incurred in
the execution or administration of this Agreement and the exercise and
performance of its duties hereunder. The Company also agrees to indemnify the
Rights Agent for, and to hold it harmless against, any loss, liability, or
expense, incurred without negligence, bad faith or willful misconduct on the
part of the Rights Agent, for anything done or omitted by the Rights Agent in
connection with the administration of this Agreement or the exercise or
performance of its duties hereunder, including the costs and expenses of
defending against any claim of liability.


                                       27


<PAGE>


          (b) The Rights Agent shall be protected and shall incur no liability
for or in respect of any action taken, suffered or omitted by it in connection
with the administration of this Agreement or the exercise or performance of its
duties hereunder in reliance upon any Right Certificate or certificate for
Common Stock or for other securities of the Company, instrument of assignment
or transfer, power of attorney, endorsement, affidavit, letter, notice,
instruction, direction, consent, certificate, statement, or other paper or
document believed by it to be genuine and to be signed, executed and, where
necessary, verified or acknowledged, by the proper Person or Persons.

         SECTION 19. Merger or Consolidation or Change of Name of Rights Agent.
(a) Any corporation into which the Rights Agent or any successor Rights Agent
may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any corporation succeeding to the
corporate trust or stock transfer business of the Rights Agent or any successor
Rights Agent, shall be the successor to the Rights Agent under this Agreement
without the execution or filing of any paper or any further act on the part of
any of the parties hereto; provided that such corporation would be eligible for
appointment as a successor Rights Agent under the provisions of Section 21. In
case at the time such successor Rights Agent shall succeed to the agency
created by this Agreement, any of the Right Certificates shall have been
countersigned but not delivered, any such successor Rights Agent may adopt the
countersignature of a predecessor Rights Agent and deliver such Right
Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor
Rights Agent or in the name of the successor Rights Agent; and in all such
cases such Right Certificates shall have the full force provided in the Right
Certificates and in this Agreement.

          (b) In case at any time the name of the Rights Agent shall be changed
and at such time any of the Right Certificates shall have been countersigned
but not delivered, the Rights Agent may adopt the countersignature under its
prior name and deliver Right Certificates so countersigned; and in case at that
time any of the Right Certificates shall not have been countersigned, the
Rights Agent may countersign such Right Certificates either in its prior name
or in its changed name; and in all such cases such Right Certificates shall
have the full force provided in the Right Certificates and in this Agreement.

         SECTION 20. Duties of Rights Agent. The Rights Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Right Certificates,
by their acceptance thereof, shall be bound:


                                       28

<PAGE>


          (a) The Rights Agent may consult with legal counsel (who may be legal
     counsel for the Company), and the opinion of such counsel shall be full
     and complete authorization and protection to the Rights Agent as to any
     action taken or omitted by it in good faith and in accordance with such
     opinion.

          (b) Whenever in the performance of its duties under this Agreement
     the Rights Agent shall deem it necessary or desirable that any fact or
     matter (including, without limitation, the identity of any "Acquiring
     Person" and the determination of "current market price") be proved or
     established by the Company prior to taking, suffering or omitting to take
     any action hereunder, such fact or matter (unless other evidence in
     respect thereof be herein specifically prescribed) may be deemed to be
     conclusively proved and established by a certificate signed by the
     Chairman, the President or any Vice President and by the Treasurer or any
     Assistant Treasurer or the Secretary or any Assistant Secretary of the
     Company and delivered to the Rights Agent; and such certificate shall be
     full authorization to the Rights Agent for any action taken, suffered or
     omitted in good faith by it under the provisions of this Agreement in
     reliance upon such certificate.

          (c) The Rights Agent shall be liable hereunder only for its own
     negligence, bad faith or willful misconduct.

          (d) The Rights Agent shall not be liable for or by reason of any of
     the statements of fact or recitals contained in this Agreement or in the
     Right Certificates (except its countersignature thereof) or be required to
     verify the same, but all such statements and recitals are and shall be
     deemed to have been made by the Company only.

          (e) The Rights Agent shall not be under any responsibility in respect
     of the validity of this Agreement or the execution and delivery hereof
     (except the due execution hereof by the Rights Agent) or in respect of the
     validity or execution of any Right Certificate (except its
     countersignature thereof); nor shall it be responsible for any breach by
     the Company of any covenant or condition contained in this Agreement or in
     any Right Certificate; nor shall it be responsible for any change in the
     exercisability of the Rights (including the Rights becoming void pursuant
     to Section 7(d)) or any adjustment in the terms of the Rights (including
     the manner, method or amount thereof) provided for in Sections 3, 11, 13,
     23 or 24, or the ascertaining of the existence of facts that would require
     any such adjustment (except with respect to the exercise of Rights
     evidenced by Right Certificates after actual notice of any such
     adjustment); nor shall


                                       29


<PAGE>


     it by any act hereunder be deemed to make any representation or warranty
     as to the authorization or reservation of any shares of Common Stock or
     Preferred Stock to be issued pursuant to this Agreement or any Right
     Certificate or as to whether any shares of Common Stock or Preferred Stock
     will, when issued, be duly authorized, validly issued, fully paid and
     nonassessable.

          (f) The Company agrees that it will perform, execute, acknowledge and
     deliver or cause to be performed, executed, acknowledged and delivered all
     such further and other acts, instruments and assurances as may reasonably
     be required by the Rights Agent for the carrying out or performing by the
     Rights Agent of the provisions of this Agreement.

          (g) The Rights Agent is hereby authorized and directed to accept
     instructions with respect to the performance of its duties hereunder from
     the Chairman, the President or any Vice President or the Secretary or any
     Assistant Secretary or the Treasurer or any Assistant Treasurer of the
     Company, and to apply to such officers for advice or instructions in
     connection with its duties, and it shall not be liable for any action
     taken, suffered or omitted to be taken by it in good faith in accordance
     with instructions of any such officer.

          (h) The Rights Agent and any stockholder, director, officer or
     employee of the Rights Agent may buy, sell or deal in any of the Rights or
     other securities of the Company or become pecuniarily interested in any
     transaction in which the Company may be interested, or contract with or
     lend money to the Company or otherwise act as fully and freely as though
     it were not the Rights Agent under this Agreement. Nothing herein shall
     preclude the Rights Agent from acting in any other capacity for the
     Company or for any other Person.

          (i) The Rights Agent may execute and exercise any of the rights or
     powers hereby vested in it or perform any duty hereunder either itself or
     by or through its attorneys or agents, and the Rights Agent shall not be
     answerable or accountable for any act, default, neglect or misconduct of
     any such attorneys or agents or for any loss to the Company or to any
     holders of Rights resulting from any such act, default, neglect or
     misconduct, provided that reasonable care was exercised in the selection
     and continued employment thereof.

          (j) No provision of this Agreement shall require the Rights Agent to
     expend or risk its own funds or otherwise incur any financial


                                       30


<PAGE>


     liability in the performance of any of its duties hereunder or in the
     exercise of its rights if there shall be reasonable grounds for believing
     that repayment of such funds or adequate indemnification against such risk
     or liability is not reasonably assured to it.

          (k) If, with respect to any Right Certificate surrendered to the
     Rights Agent for exercise or transfer, the certificate attached to the
     form of assignment or form of election to purchase, as the cases may be,
     has either not been completed or indicates an affirmative response to
     clause 1 or 2 thereof, the Rights Agent shall not take any further action
     with respect to such requested exercise or transfer without first
     consulting with the Company.

         SECTION 21. Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement
upon 30 days' notice in writing mailed to the Company and to each transfer
agent of the Common Stock and Preferred Stock by registered or certified mail,
and, subsequent to the Distribution Date, to the holders of the Right
Certificates by first-class mail. The Company may remove the Rights Agent or
any successor Rights Agent upon 30 days' notice in writing, mailed to the
Rights Agent or successor Rights Agent, as the case may be, and to each
transfer agent of the Common Stock and Preferred Stock by registered or
certified mail, and, subsequent to the Distribution Date, to the holders of the
Right Certificates by first-class mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to the Rights Agent. If the Company shall fail to make such
appointment within a period of 30 days after giving notice of such removal or
after it has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of a Right Certificate
(who shall, with such notice, submit his Right Certificate for inspection by
the Company), then the registered holder of any Right Certificate may apply to
any court of competent jurisdiction for the appointment of a new Rights Agent.
Any successor Rights Agent, whether appointed by the Company or by such a
court, shall be (a) a corporation organized and doing business under the laws
of the United States or of any state of the United States, in good standing,
having a principal office in the State of New York, which is authorized under
such laws to exercise stock transfer or corporate trust powers and is subject
to supervision or examination by federal or state authority and which has at
the time of its appointment as Rights Agent a combined capital and surplus of
at least $50,000,000 or (b) an Affiliate of a corporation described in clause
21(a). After appointment, the successor Rights Agent shall be vested with the
same powers, rights, duties and responsibilities as if it had been originally
named as Rights Agent without further act or deed; but the predecessor Rights
Agent shall deliver and transfer to the successor Rights Agent any property at
the


                                       31


<PAGE>


time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not later than the effective
date of any such appointment, the Company shall file notice thereof in writing
with the predecessor Rights Agent and each transfer agent of the Common Stock
and the Preferred Stock, and, subsequent to the Distribution Date, mail a
notice thereof in writing to the registered holders of the Right Certificates.
Failure to give any notice provided for in this Section 21, or any defect
therein, shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the successor Rights Agent,
as the case may be.

         SECTION 22. Issuance of New Right Certificates. Notwithstanding any of
the provisions of this Agreement or of the Rights to the contrary, the Company
may, at its option, issue new Right Certificates evidencing Rights in such form
as may be approved by its Board of Directors to reflect any adjustment or
change in the Purchase Price and the number or kind or class of shares of stock
issuable upon exercise of the Rights made in accordance with the provisions of
this Agreement.

         SECTION 23. Redemption. (a) The Board of Directors of the Company may,
at its option, at any time prior to the earlier of (i) occurrence of a Section
11(a)(ii) Event and (ii) the Final Expiration Date, redeem all but not less
than all the then outstanding Rights at a redemption price of $.01 per Right,
as such amount may be appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof (such
redemption price being hereinafter referred to as the "Redemption Price").

         (b) Immediately upon the action of the Board of Directors of the
Company electing to redeem the Rights and without any further action and
without any notice, the right to exercise the Rights will terminate and
thereafter the only right of the holders of Rights shall be to receive the
Redemption Price for each Right so held. The Company shall promptly thereafter
give notice of such redemption to the Rights Agent and the holders of the
Rights in the manner set forth in Section 26; provided that the failure to
give, or any defect in, such notice shall not affect the validity of such
redemption. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice
of redemption will state the method by which the payment of the Redemption
Price will be made. Neither the Company nor any of its Affiliates or Associates
may redeem, acquire or purchase for value any Rights at any time in any manner
other than that specifically set forth in Section 23 or 24, and other than in
connection with the purchase, acquisition or redemption of shares of Common
Stock prior to the Distribution Date.


                                       32


<PAGE>


         SECTION 24. Exchange. (a) At any time after the occurrence of a
Section 11(a)(ii) Event, the Board of Directors of the Company may, at its
option, exchange all or part of the then outstanding and exercisable Rights
(which shall not include Rights that have become void pursuant to Section 7(d))
for shares of Common Stock at an exchange ratio of one share of Common Stock
per Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such exchange ratio being
hereinafter referred to as the "Exchange Ratio"). Notwithstanding the
foregoing, the Board of Directors shall not be empowered to effect such
exchange at any time after any Person (other than the Company, any of its
Subsidiaries, any employee benefit plan of the Company or any of its
Subsidiaries or any Person organized, appointed or established by the Company
or any of its Subsidiaries for or pursuant to the terms of any such plan),
together with all Affiliates and Associates of such Person, becomes the
Beneficial Owner of 50% or more of the shares of Common Stock then outstanding.

         (b) Immediately upon the action of the Board of Directors electing to
exchange any Rights pursuant to Section 24(a) and without any further action
and without any notice, the right to exercise such Rights will terminate and
thereafter the only right of a holder of such Rights shall be to receive that
number of shares of Common Stock equal to the number of such Rights held by
such holder multiplied by the Exchange Ratio. The Company shall promptly
thereafter give notice of such exchange to the Rights Agent and the holders of
the Rights to be exchanged in the manner set forth in Section 26; provided that
the failure to give, or any defect in, such notice shall not affect the
validity of such exchange. Any notice which is mailed in the manner herein
provided shall be deemed given, whether or not the holder receives the notice.
Each such notice of exchange will state the method by which the exchange of the
shares of Common Stock for Rights will be effected and, in the event of any
partial exchange, the number of Rights which will be exchanged. Any partial
exchange shall be effected pro rata based on the number of Rights (other than
Rights which have become void pursuant to Section 7(d)) held by each holder of
Rights.

         (c) In any exchange pursuant to this Section 24, the Company, at its
option, may substitute common stock equivalents (as defined in Section
11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial
rate of one common stock equivalent for each share of Common Stock, as
appropriately adjusted to reflect adjustments in dividend, liquidation and
voting rights of common stock equivalents pursuant to the terms thereof, so
that each common stock equivalent delivered in lieu of each share of Common
Stock shall have essentially the same dividend, liquidation and voting rights
as one share of Common Stock.


                                       33


<PAGE>


         SECTION 25. Notice of Proposed Actions. (a) In case the Company shall
propose, at any time after the Distribution Date, (i) to pay any dividend
payable in stock of any class to the holders of Preferred Stock or to make any
other distribution to the holders of Preferred Stock (other than a regular
quarterly cash dividend out of earnings or retained earnings of the Company),
or (ii) to offer to the holders of its Preferred Stock rights or warrants to
subscribe for or to purchase any additional shares of Preferred Stock or shares
of stock of any class or any other securities, rights or options, or (iii) to
effect any reclassification of its Preferred Stock (other than a
reclassification involving only the subdivision or combination of outstanding
shares of Preferred Stock) or (iv) to effect any consolidation or merger with
any other Person, or to effect and/or to permit one or more of its Subsidiaries
to effect any sale or other transfer, in one transaction or a series of related
transactions, of assets or earning power aggregating more than 50% of the
assets or earning power of the Company and its Subsidiaries, taken as a whole,
to any other Person or Persons, or (v) to effect the liquidation, dissolution
or winding up of the Company, then, in each such case, the Company shall give
to each holder of a Right, to the extent feasible and in accordance with
Section 26, a notice of such proposed action, which shall specify the record
date for the purposes of any such dividend, distribution or offering of rights
or warrants, or the date on which any such reclassification, consolidation,
merger, sale, transfer, liquidation, dissolution or winding up is to take place
and the date of participation therein by the holders of Preferred Stock, if any
such date is to be fixed, and such notice shall be so given in the case of any
action covered by clause 25(a)(i) or 25(a)(ii) above at least 20 days prior to
the record date for determining holders of the Preferred Stock entitled to
participate in such dividend, distribution or offering, and in the case of any
such other action, at least 20 days prior to the date of the taking of such
proposed action or the date of participation therein by the holders of
Preferred Stock, whichever shall be the earlier. The failure to give notice
required by this section or any defect therein shall not affect the legality or
validity of the action taken by the Company or the vote upon any such action.

         (b) Notwithstanding anything in this Agreement to the contrary, prior
to the Distribution Date a public filing by the Company with the Securities and
Exchange Commission shall constitute sufficient notice to the holders of
securities of the Company, including the Rights, for purposes of this Agreement
and no other notice need be given to such holders.

         (c) If a Triggering Event shall occur, then, in any such case, (i)
the Company shall as soon as practicable thereafter give to each holder of a
Right, in accordance with Section 26, a notice of the occurrence of such event,
which shall specify the event and the consequences of the event to holders of
Rights under Section 11(a)(ii) or 13, as the case may be, and (ii) all
references in Section 25(a)


                                       34


<PAGE>


to Preferred Stock shall be deemed thereafter to refer to Common Stock or other
capital stock, as the case may be.

         SECTION 26. Notices. Notices or demands authorized by this Agreement
to be given or made by the Rights Agent or by the holder of any Right to or on
the Company shall be sufficiently given or made if sent by first-class mail
(postage prepaid) to the address of the Company indicated on the signature page
hereof or such other address as the Company shall specify in writing to the
Rights Agent. Subject to the provisions of Section 21, any notice or demand
authorized by this Agreement to be given or made by the Company or by the
holder of any Right to or on the Rights Agent shall be sufficiently given or
made if sent by first-class mail (postage prepaid) to the address of the Rights
Agent indicated on the signature page hereof or such other address as the
Rights Agent shall specify in writing to the Company. Notices or demands
authorized by this Agreement to be given or made by the Company or the Rights
Agent to the holder of any Right Certificate (or, prior to the Distribution
Date, to the holder of any certificate representing shares of Common Stock)
shall be sufficiently given or made if sent by first-class mail (postage
prepaid) to the address of such holder shown on the registry books of the
Company.

         SECTION 27. Supplements and Amendments. For so long as the Rights are
redeemable, the Company may, and the Rights Agent shall, if the Company so
directs, supplement or amend any provision of this Agreement in any respect
without the approval of any holders of certificates representing shares of
Common Stock. At any time when the Rights are no longer redeemable, the Company
may, and the Rights Agent shall if the Company so directs, supplement or amend
this Agreement without the approval of any holders of Rights; provided that no
such supplement or amendment may (a) adversely affect the interests of the
holders of Rights as such (other than an Acquiring Person or an Affiliate or
Associate of an Acquiring Person), (b) cause this Agreement again to become
amendable other than in accordance with this sentence, or (c) cause the Rights
again to become redeemable. Upon the delivery of a certificate from an
appropriate officer of the Company which states that the proposed supplement or
amendment is in compliance with the terms of this Section, the Rights Agent
shall execute such supplement or amendment.

         SECTION 28.  Successors.  All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

         SECTION 29. Determinations and Actions by the Board of Directors, etc.
(a) For all purposes of this Agreement, any calculation of the number of shares
of Common Stock outstanding at any particular time, including for purposes of


                                       35


<PAGE>


determining the particular percentage of such outstanding shares of Common
Stock of which any Person is the Beneficial Owner, shall be made in accordance
with the last sentence of Rule 13d-3(d)(1)(i) under the Exchange Act as in
effect on the date of this Agreement. The Board of Directors of the Company
shall have the exclusive power and authority to administer this Agreement and
to exercise all rights and powers specifically granted to the Board or to the
Company, or as may be necessary or advisable in the administration of this
Agreement, including the right and power to (i) interpret the provisions of
this Agreement and (ii) make all determinations deemed necessary or advisable
for the administration of this Agreement (including a determination to redeem
or exchange or not to redeem or exchange the Rights or to amend the Agreement).
All such actions, calculations, interpretations and determinations (including,
for purposes of clause (y) below, all omissions with respect to the foregoing)
which are done or made by the Board in good faith shall (x) be final,
conclusive and binding on the Company, the Rights Agent, the holders of the
Rights and all other parties, and (y) not subject the Board of Directors of the
Company to any liability to the holders of the Rights.

         (b) It is understood that the Independent Directors Committee (as
defined below) of the Board of Directors of the Company shall review and
evaluate this Rights Agreement in order to consider whether the maintenance of
this Rights Agreement continues to be in the interests of the Company, its
shareholders and any other relevant constituencies of the Company, at least
every year, or sooner than that if any Person shall have made a proposal to the
Company, or taken any such other action, that, if effective, could cause such
Person to become an Acquiring Person hereunder, if a majority of the members of
the Independent Directors Committee shall deem such review and evaluation
appropriate after giving due regard to all relevant circumstances. Following
each such review, the Independent Directors Committee will communicate its
conclusions to the full Board of Directors, including any recommendation in
light thereof as to whether this Rights Agreement should be modified or the
rights should be redeemed. The Independent Directors Committee shall be
comprised of the directors of the Company who are independent of the management
of the Company and free from any relationship that, in the opinion of its Board
of Directors, would interfere with the exercise of independent judgment as a
member of the Independent Director Committee provided that any director who is
an Affiliate of the Company or any officer or employee of the Company or its
subsidiaries shall not qualify for membership in the Independent Director
Committee; provided, however, that a director who was formerly an officer of
the Company or any of its subsidiaries may qualify for membership even though
he or she may be receiving pension or deferred compensation payments from the
Company if, in the opinion of the Board of Directors, such person will exercise
independent judgment and will materially assist the function of the Independent
Director Committee; provided, however, that a majority of the Independent


                                       36


<PAGE>


Director Committee shall, at all times, consist of directors who were not
formerly officers of the Company or any of its subsidiaries.

         SECTION 30. Benefits of this Agreement. Nothing in this Agreement
shall be construed to give to any Person other than the Company, the Rights
Agent and the registered holders of the Right Certificates (and, prior to the
Distribution Date, the certificates representing the shares of Common Stock)
any legal or equitable right, remedy or claim under this Agreement; but this
Agreement shall be for the sole and exclusive benefit of the Company, the
Rights Agent and the registered holders of the Right Certificates (and, prior
to the Distribution Date, the certificates representing the shares of Common
Stock).

         SECTION 31. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

         SECTION 32. Governing Law. This Agreement, each Right and each Right
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of New Jersey and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State, except that the rights and
obligations of the Rights Agent shall be governed by the law of the State of
New York.

         SECTION 33. Counterparts. This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute one and
the same instrument.

         SECTION 34.  Descriptive Headings.  The captions herein are included
for convenience of reference only, do not constitute a part of this Agreement
and shall be ignored in the construction and interpretation hereof.


                                       37


<PAGE>


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

                                          THE CHUBB CORPORATION



                                          By:   /s/ Gail E. Devlin
                                                ------------------------------
                                                Name: Gail E. Devlin
                                                Title: Senior Vice President

                                                15 Mountain View Road
                                                P.O. Box 1615
                                                Warren, New Jersey 07061-1615
                                                Attention:   Secretary


                                          FIRST CHICAGO TRUST COMPANY OF
                                          NEW YORK


                                          By:   /s/ Joanne Gorostiola
                                                ------------------------------
                                                Name: Joanne Gorostiola
                                                Title: Assistant Vice President

                                                525 Washington Blvd, Suite 4660
                                                Jersey City, NJ 07310
                                                Attention: Corporate Actions
                                                               Administration


                                       38


<PAGE>


                                                                      EXHIBIT A


                        FORM OF CERTIFICATE OF AMENDMENT
                  TO THE RESTATED CERTIFICATE OF INCORPORATION


               SERIES B PARTICIPATING CUMULATIVE PREFERRED STOCK


                                       of


                             THE CHUBB CORPORATION


                     Pursuant to Section 14A:7-2(4) of the
                      New Jersey Business Corporation Act


         The undersigned DOES HEREBY CERTIFY:

         FIRST:  That the name of the corporation is THE CHUBB
CORPORATION.

         SECOND: That the following resolution was duly adopted by the Board of
Directors of The Chubb Corporation, a New Jersey corporation (hereinafter
called the "Corporation"), at a meeting duly convened and held on March 12,
1999, at which a quorum was present and acting throughout:

         RESOLVED: That pursuant to the Restated Certificate of Incorporation
of the Corporation, as amended (hereinafter called the "Certificate of
Incorporation"), the By-Laws of the Corporation and the New Jersey Business
Corporation Act, the Board of Directors hereby creates a series of authorized
Preferred Stock of the Corporation, designated as "Series B Participating
Cumulative Preferred Stock", and hereby amends the Certificate of Incorporation
by deleting Section B-1 thereof and by adding the following Section B-1
immediately following Section B of Article Fourth of the Certificate of
Incorporation so that the designation and the relative voting, dividend,
liquidation, conversion and other rights, preferences and limitations of such
shares, in addition to those set forth in Section B of the Certificate of
Incorporation, are as follows:

     Section B-2.                 Provisions Relating to Series B Participating
                                  Cumulative Preferred Stock.


                                      A-1


<PAGE>


     1. Designation and Amount. The shares of such series shall be designated
as "Series B Participating Cumulative Preferred Stock" and the number of shares
constituting such series shall be 300,000.

     2. Dividends and Distributions.

     (A) Subject to the prior and superior rights of the holders of any shares
of any series of Preferred Stock ranking prior and superior to the Series B
Participating Cumulative Preferred Stock with respect to dividends, the holders
of shares of Series B Participating Cumulative Preferred Stock, in preference
to the shares of Common Stock, par value $1 per share, of the Company (the
"Common Stock"), and any other stock of the Company junior to the Series B
Participating Cumulative Preferred Stock with respect to dividends, shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly dividends payable in cash on
March 15, June 15, September 15 and December 15 in each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a share
or fraction of a share of Series B Participating Cumulative Preferred Stock, in
an amount per share (rounded to the nearest cent) equal to the greater of (a)
$1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100
times the aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series B Participating Cumulative Preferred Stock. In the event the
Company shall at any time after March 12, 1999 (the "Rights Declaration Date")
(i) declare or pay any dividend on Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such
case the amount to which holders of shares of Series B Participating Cumulative
Preferred Stock were entitled immediately prior to such event under clause (b)
of the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.

     (B) Subject to the provisions of paragraph 17 of Section B of this Article
Fourth, the Company shall declare a dividend or distribution on the Series B
Participating Cumulative Preferred Stock as provided in paragraph (A) above


                                      A-2


<PAGE>


immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in
the event no dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the
next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share
on the Series B Participating Cumulative Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date.

     (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series B Participating Cumulative Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series
B Participating Cumulative Preferred Stock, unless the date of issue of such
shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the
date of issue of such shares, or unless the date of issue is a Quarterly
Dividend Payment Date or is a date after the record date for the determination
of holders of shares of Series B Participating Cumulative Preferred Stock
entitled to receive a quarterly dividend and before such Quarterly Dividend
Payment Date, in either of which events such dividends shall begin to accrue
and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of Series B
Participating Cumulative Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall
be allocated pro rata on a share-by-share basis among all such shares at the
time outstanding. The Board of Directors may fix a record date for the
determination of holders of shares of Series B Participating Cumulative
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be no more than 60 days prior to the
date fixed for the payment thereof.

     3. Voting Rights. In addition to any other voting rights required by law,
the holders of shares of Series B Participating Cumulative Preferred Stock
shall have only the following voting rights:

     (A) Subject to the provision for adjustment hereinafter set forth, each
share of Series B Participating Cumulative Preferred Stock shall entitle the
holder thereof to one vote on all matters submitted to a vote of the
shareholders of the Company, and each fractional share of Series B
Participating Cumulative Preferred Stock shall entitle the holder thereof to a
pro rata fractional vote. In the event the Company shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the number of votes per share to which holders of shares of
Series B Participating


                                      A-3


<PAGE>


Cumulative Preferred Stock were entitled immediately prior to such event shall
be adjusted by multiplying such number by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     (B) Except as otherwise provided herein or by law, the holders of shares
of Series B Participating Cumulative Preferred Stock and the holders of shares
of Common Stock shall vote together as one class on all matters submitted to a
vote of stockholders of the Company.

     (C) (i) If at any time dividends on any Series B Participating Cumulative
Preferred Stock shall be in arrears in an amount equal to six quarterly
dividends thereon, the occurrence of such contingency shall mark the beginning
of a period (herein called a "default period") which shall extend until such
time when all accrued and unpaid dividends for all previous quarterly dividend
periods and for the current quarterly dividend period on all shares of Series B
Participating Cumulative Preferred Stock then outstanding shall have been
declared and paid or set apart for payment. During each default period, all
holders of Preferred Stock (including holders of the Series B Participating
Cumulative Preferred Stock) with dividends in arrears in an amount equal to six
quarterly dividends thereon, voting as a class, irrespective of series, shall
have the right to elect two Directors.

     (ii) During any default period, such voting right of the holders of Series
B Participating Cumulative Preferred Stock may be exercised initially at a
special meeting called pursuant to sub-paragraph (iii) of this paragraph 3(C)
or at any annual meeting of stockholders, and thereafter at annual meetings of
stockholders, provided that neither such voting right nor the right of the
holders of any other series of Preferred Stock, if any, to increase, in certain
cases, the authorized number of Directors shall be exercised unless the holders
of 33-1/3 percent in number of shares of Preferred Stock outstanding shall be
present in person or by proxy. The absence of a quorum of the holders of Common
Stock shall not affect the exercise by the holders of Preferred Stock of such
voting right. At any meeting at which the holders of Preferred Stock shall
exercise such voting right initially during an existing default period, they
shall have the right, voting as a class, to elect Directors to fill such
vacancies, if any, in the Board of Directors as may then exist up to two
Directors or, if such right is exercised at an annual meeting, to elect two
Directors. If the number which may be so elected at any special meeting does
not amount to the required number, the holders of the Preferred Stock shall
have the right to make such increase in the number of Directors as shall be
necessary to permit the election by them of the required number. After the
holders of the Preferred Stock shall have exercised their right to elect
Directors in any default period and during the continuance of such period,


                                      A-4


<PAGE>


the number of Directors shall not be increased or decreased except by vote of
the holders of Preferred Stock as herein provided or pursuant to the rights of
any equity securities ranking senior to or pari passu with the Series B
Participating Cumulative Preferred Stock.

     (iii) Unless the holders of Preferred Stock shall, during an existing
default period, have previously exercised their right to elect Directors, the
Board of Directors may order, or any stockholder or stockholders owning in the
aggregate not less than ten percent of the total number of shares of Preferred
Stock outstanding, irrespective of series, may request, the calling of special
meeting of the holders of Preferred Stock, which meeting shall thereupon be
called by the President, a Vice-President or the Secretary of the Corporation.
Notice of such meeting and of any annual meeting at which holders of Preferred
Stock are entitled to vote pursuant to this sub-paragraph (C)(iii) shall be
given to each holder of record of Preferred Stock by mailing a copy of such
notice to him at his last address as the same appears on the books of the
Corporation. Such meeting shall be called for a time not earlier than 20 days
and not later than 60 days after such order or request or in default of the
calling of such meeting within 60 days after such order or request, such
meeting may be called on similar notice by any stockholder or stockholders
owning in the aggregate not less than ten percent of the total number of shares
of Series B Participating Cumulative Preferred Stock outstanding.
Notwithstanding the provisions of this sub-paragraph (C)(iii), no such special
meeting shall be called during the period within 90 days immediately preceding
the date fixed for the next annual meeting of the stockholders.

     (iv) In any default period, the holders of Common Stock, and other classes
of stock of the Corporation if applicable, shall continue to be entitled to
elect the whole number of Directors until the holders of Preferred Stock shall
have exercised their right to elect two (2) Directors voting as a class, after
the exercise of which right (x) the Directors so elected by the holders of
Preferred Stock shall continue in office until their successors shall have been
elected by such holders or until the expiration of the default period, and (y)
any vacancy in the Board of Directors may (except as provided in sub-paragraph
(C)(ii) of this paragraph 3) be filled by vote of a majority of the remaining
Directors theretofore elected by the holders of the class of stock which
elected the Director whose office shall have become vacant.

     (v) Immediately upon the expiration of a default period, (x) the right of
the holders of Preferred Stock as a class to elect Directors shall cease, (y)
the term of any Directors elected by the holders of Preferred Stock as a class
shall terminate, and (z) the number of Directors shall be such number as may be
provided for in the certificate of incorporation or by-laws irrespective of any
increase made pursuant to the provisions of sub-paragraph (C)(ii) of this


                                      A-5


<PAGE>


paragraph 3 (such number being subject, however, to change thereafter in any
manner provided by law or in the certificate of incorporation or by-laws). Any
vacancies in the Board of Directors occurring after the expiration of a default
period shall be filled in the manner provided for in the certificate of
incorporation or by-laws.

     (D) Except as set forth herein, holders of Series B Participating
Cumulative Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.

     4. Certain Restrictions.

     (A) Whenever quarterly dividends or other dividends or distributions
payable on the Series B Participating Cumulative Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid dividends
and distributions, whether or not declared, on shares of Series B Participating
Cumulative Preferred Stock outstanding shall have been paid in full or set
aside for payment, the Company shall not:

          (i) declare or pay dividends on, make any other distributions on, or
     redeem or purchase or otherwise acquire for consideration any shares of
     stock ranking junior (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series B Participating Cumulative
     Preferred Stock;

          (ii) declare or pay dividends on or make any other distributions on
     any shares of stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Series B Participating
     Cumulative Preferred Stock, except dividends paid ratably on the Series B
     Participating Cumulative Preferred Stock and all such parity stock on
     which dividends are payable or in arrears in proportion to the total
     amounts to which the holders of all such shares are then entitled;

          (iii) redeem or purchase or otherwise acquire for consideration
     shares of any stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Series B Participating
     Cumulative Preferred Stock, provided that the Company may at any time
     redeem, purchase or otherwise acquire shares of any such parity stock in
     exchange for shares of any stock of the Company ranking junior (either as
     to dividends or upon dissolution, liquidation or winding up) to the Series
     B Participating Cumulative Preferred Stock; or


                                      A-6


<PAGE>


          (iv) purchase or otherwise acquire for consideration any shares of
     Series B Participating Cumulative Preferred Stock, or any shares of stock
     ranking on a parity with the Series B Participating Cumulative Preferred
     Stock, except in accordance with a purchase offer made in writing or by
     publication (as determined by the Board of Directors) to all holders of
     such shares upon such terms as the Board of Directors, after consideration
     of the respective annual dividend rates and other relative rights and
     preferences of the respective Series and classes, shall determine in good
     faith will result in fair and equitable treatment among the respective
     series or classes.

     (B) The Company shall not permit any subsidiary of the Company to purchase
or otherwise acquire for consideration any shares of stock of the Company
unless the Company could, under paragraph (A) of this Section 4, purchase or
otherwise acquire such shares at such time and in such manner.

     5. Reacquired Shares. Any shares of Series B Participating Cumulative
Preferred Stock purchased or otherwise acquired by the Company in any manner
whatsoever shall be retired and canceled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth in
the Certificate of Incorporation.

     6. Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Company, no distribution shall be made (1) to
the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series B Participating
Cumulative Preferred Stock unless, prior thereto, the holders of shares of
Series B Participating Cumulative Preferred Stock shall have received $100.00
per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment,
provided that the holders of shares of Series B Participating Cumulative
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, of not less than
1000 times the aggregate amount to be distributed per share to holders of
Common Stock, or (2) to the holders of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series B
Participating Cumulative Preferred Stock, except distributions made ratably on
the Series B Participating Cumulative Preferred Stock and all other such parity
stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding up. In the
event the Company shall at any time after the Rights


                                      A-7


<PAGE>


Declaration Date declare or pay any dividend on Common Stock payable in shares
of Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the aggregate amount
to which holders of shares of Series B Participating Cumulative Preferred Stock
were entitled immediately prior to such event under the proviso in clause (1)
of the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.

     7. Consolidation, Merger, etc. In case the Company shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case the shares of Series B
Participating Cumulative Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to 1000 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the
case may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Company shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such
case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series B Participating Cumulative Preferred
Stock shall be adjusted by multiplying such amount by a fraction the numerator
of which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

     8. No Redemption. The shares of Series B Participating Cumulative
Preferred Stock shall not be redeemable.

     9. Rank. The Series B Participating Cumulative Preferred Stock shall rank
junior with respect to payment of dividends and on liquidation to all other
series of the Company's preferred stock outstanding on the date hereof and to
all such other series that may be issued after the date hereof except to the
extent that any such other series specifically provides that it shall rank
junior to the Series B Participating Cumulative Preferred Stock.


                                      A-8


<PAGE>


     10. Amendment. The Restated Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series B Participating
Cumulative Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of at least a majority of the outstanding
shares of Series B Participating Cumulative Preferred Stock, voting separately
as a class.

     11. Fractional Shares. Series B Participating Cumulative Preferred Stock
may be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights, to
receive dividends thereon, and to participate in any distribution of assets and
to have the benefit of all other rights of holders of Series B Participating
Cumulative Preferred Stock.

     THIRD: That the Restated Certificate of Incorporation of the Corporation,
as amended, is amended so that the designation and number of shares of Series B
Participating Cumulative Preferred Stock acted upon in the foregoing
resolutions, and the relative rights, preferences and limitations of such
series of authorized preferred stock, are as stated in said resolutions.

     IN WITNESS WHEREOF, The Chubb Corporation has caused its corporate seal to
be hereunto affixed and this Amendment to be signed by its Chairman, Dean R.
O'Hare, and attested by its Secretary, Henry G. Gulick, this ___ day of March,
1999.



                                         -----------------------------------
                                                    Chairman


Attest:


----------------------
Secretary


                                               A-9


<PAGE>


                                                                      EXHIBIT B


                          [FORM OF RIGHT CERTIFICATE]


No. R-                                                   _______________ Rights


NOT EXERCISABLE AFTER THE EARLIER OF MARCH 31, 2009 AND THE DATE ON WHICH THE
RIGHTS EVIDENCED HEREBY ARE REDEEMED OR EXCHANGED BY THE COMPANY AS SET FORTH
IN THE RIGHTS AGREEMENT. AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED
TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN
AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY
SUBSEQUENT HOLDER, MAY BE NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHT
CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN
ACQUIRING PERSON OR AN AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON (AS
SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). THIS RIGHT CERTIFICATE AND THE
RIGHTS REPRESENTED HEREBY MAY BE OR MAY BECOME NULL AND VOID IN THE
CIRCUMSTANCES SPECIFIED IN SECTION 7(d) OF THE RIGHTS AGREEMENT.]1


                               RIGHT CERTIFICATE

                             THE CHUBB CORPORATION

         This Right Certificate certifies that ______________________, or
registered assigns, is the registered holder of the number of Rights set forth
above, each of which entitles the holder (upon the terms and subject to the
conditions set forth in the Rights Agreement dated as of March 12, 1999 (the
"Rights Agreement") between The Chubb Corporation, a New Jersey corporation
(the "Company"), and First Chicago Trust Company of New York (the "Rights
Agent")) to purchase from the Company, at any time after the Distribution Date
and prior to the Expiration Date, ___ one-thousandth[s] of a fully paid,
nonassessable share of Series B Participating Cumulative Preferred Stock (the


--------
         1 If applicable, insert this portion of the legend and delete the
preceding sentence.


                                      B-1


<PAGE>


"Preferred Stock") of the Company at a purchase price of $240 per one
one-hundredth of a share (the "Purchase Price"), payable in lawful money of the
United States of America, upon surrender of this Right Certificate, with the
form of election to purchase and related certificate duly executed, and payment
of the Purchase Price at an office of the Rights Agent designated for such
purpose.

         Terms used herein and not otherwise defined herein have the meanings
assigned to them in the Rights Agreement.

         The number of Rights evidenced by this Right Certificate (and the
number and kind of shares issuable upon exercise of each Right) and the
Purchase Price set forth above are as of March 12, 1999, and may have been or
in the future be adjusted as a result of the occurrence of certain events, as
more fully provided in the Rights Agreement.

         Upon the occurrence of a Section 11(a)(ii) Event, if the Rights
evidenced by this Right Certificate are beneficially owned by (a) an Acquiring
Person or an Associate or Affiliate of an Acquiring Person, (b) a transferee of
an Acquiring Person (or any such Associate or Affiliate) who becomes a
transferee after the Acquiring Person becomes such, or (c) under certain
circumstances specified in the Rights Agreement, a transferee of an Acquiring
Person (or any such Associate or Affiliate) who becomes a transferee prior to
or concurrently with the Acquiring Person becoming such, such Rights shall
become null and void, and no holder hereof shall have any right with respect to
such Rights from and after the occurrence of such Section 11(a)(ii) Event.

         This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Right Certificates, which
limitations of rights include the temporary suspension of the exercisability of
such Rights under the specific circumstances set forth in the Rights Agreement.

         Upon surrender at the principal office or offices of the Rights Agent
designated for such purpose and subject to the terms and conditions set forth
in the Rights Agreement, any Rights Certificate or Certificates may be
transferred or exchanged for another Rights Certificate or Certificates
evidencing a like number of Rights as the Rights Certificate or Certificates
surrendered.

        Subject to the provisions of the Rights Agreement, the Board of
Directors of the Company may, at its option,


                                      B-2


<PAGE>


          (a) at any time prior to the earlier of (i) the occurrence of a
     Section 11(a)(ii) Event and (ii) the Final Expiration Date, redeem all but
     not less than all the then outstanding Rights at a redemption price of
     $.01 per Right; or

          (b) at any time after any Person becomes an Acquiring Person (but
     before such Person becomes the Beneficial Owner of 50% or more of the
     shares of Common Stock then outstanding), exchange all or part of the then
     outstanding Rights (other than Rights held by the Acquiring Person and
     certain related Persons) for shares of Common Stock at an exchange ratio
     of one share of Common Stock per Right. If the Rights shall be exchanged
     in part, the holder of this Right Certificate shall be entitled to receive
     upon surrender hereof another Right Certificate or Certificates for the
     number of whole Rights not exchanged.

         No fractional shares of Preferred Stock are required to be issued upon
the exercise of any Right or Rights evidenced hereby (other than fractions
which are multiples of one one-thousandth of a share of Preferred Stock, which
may, at the election of the Company, be evidenced by depositary receipts), but
in lieu thereof a cash payment will be made, as provided in the Rights
Agreement. If this Right Certificate shall be exercised in part, the holder
shall be entitled to receive upon surrender hereof another Right Certificate or
Certificates for the number of whole Rights not exercised.

         No holder of this Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the shares of capital
stock which may at any time be issuable on the exercise hereof, nor shall
anything contained in the Rights Agreement or herein be construed to confer
upon the holder hereof, as such, any of the rights of a shareholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to shareholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings or other
actions affecting shareholders (except as provided in the Rights Agreement), or
to receive dividends or subscription rights, or otherwise, until the Right or
Rights evidenced by this Right Certificate shall have been exercised as
provided in the Rights Agreement.

         This Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.


                                      B-3


<PAGE>


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


Dated as of
            ---------------------, ----


                                            THE CHUBB CORPORATION



                                            By:
                                                ------------------------------
                                                 Title:
[SEAL]

Attest:


---------------------------------------
             Secretary


Countersigned:

FIRST CHICAGO TRUST COMPANY
OF NEW YORK,
as Rights Agent



By:
   --------------------------------------
        Authorized Signature


                                      B-4


<PAGE>


                   Form of Reverse Side of Right Certificate


                               FORM OF ASSIGNMENT


                    (To be executed if the registered holder
                  desires to transfer the Right Certificate.)


FOR VALUE RECEIVED
                   -------------------------------------------------------------

hereby sells, assigns and transfers unto
                                         ---------------------------------------


--------------------------------------------------------------------------------
                 (Please print name and address of transferee)

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

this Right Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ______________________
Attorney, to transfer the within Right Certificate on the books of the
within-named Company, with full power of substitution.


Dated: _____________________, ____


                                             -----------------------------------
                                             Signature


Signature Guaranteed:


                                      B-5


<PAGE>


                                  CERTIFICATE


         The undersigned hereby certifies by checking the appropriate boxes
that:

         (1) the Rights evidenced by this Right Certificate ___are ___are not
being assigned by or on behalf of a Person who is or was an Acquiring Person or
an Affiliate or Associate of any such Acquiring Person (as such terms are
defined in the Rights Agreement);

         (2) after due inquiry and to the best knowledge of the undersigned,
it ___did ___did not acquire the Rights evidenced by this Right Certificate
from any Person who is, was or became an Acquiring Person or an Affiliate or
Associate of an Acquiring Person.


Dated: __________, ____
                                            ------------------------------------
                                            Signature


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


         The signatures to the foregoing Assignment and Certificate must
correspond to the name as written upon the face of this Right Certificate in
every particular, without alteration or enlargement or any change whatsoever.

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


                                      B-6


<PAGE>


                                  FORM OF ELECTION TO PURCHASE


      (To be executed if the registered holder desires to exercise Rights
                    represented by the Right Certificate.)

To:      The Chubb Corporation

         The undersigned hereby irrevocably elects to exercise ____________
Rights represented by this Right Certificate to purchase shares of Preferred
Stock issuable upon the exercise of the Rights (or such other securities of the
Company or of any other person which may be issuable upon the exercise of the
Rights) and requests that certificates for such securities be issued in the
name of and delivered to:

Please insert social security
or other identifying number


--------------------------------------------------------------------------------
                        (Please print name and address)

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

         If such number of Rights shall not be all the Rights evidenced by this
Right Certificate, a new Right Certificate for the balance of such Rights shall
be registered in the name of and delivered to:

Please insert social security
or other identifying number


--------------------------------------------------------------------------------
                        (Please print name and address)

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


Dated: ________________, ____


                                            ------------------------------------
                                            Signature


Signature Guaranteed:


                                      B-7


<PAGE>


                                  CERTIFICATE


         The undersigned hereby certifies by checking the appropriate boxes
that:

         (1) the Rights evidenced by this Right Certificate ___are ___are not
being exercised by or on behalf of a Person who is or was an Acquiring Person
or an Affiliate or Associate of any such Acquiring Person (as such terms are
defined in the Rights Agreement);

         (2) after due inquiry and to the best knowledge of the undersigned,
it ___did ___did not acquire the Rights evidenced by this Right Certificate
from any Person who is, was or became an Acquiring Person or an Affiliate or
Associate of an Acquiring Person.


Dated: ____________, ____
                                            -----------------------------------
                                            Signature


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


The signature to the foregoing Election to Purchase and Certificate must
correspond to the name as written upon the face of this Right Certificate in
every particular, without alteration or enlargement or any change whatsoever.


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


                                      B-8


<PAGE>


                                                                      EXHIBIT C


                             THE CHUBB CORPORATION

                            SHAREHOLDER RIGHTS PLAN

                                Summary of Terms


Form of Security          The Board of Directors has declared a dividend of
                          one preferred stock purchase right for each
                          outstanding share of the Company's Common
                          Stock, payable to holders of record as of the close
                          of business on March 31, 1999 (each a "Right" and
                          collectively, the "Rights")

Transfer                  Prior to the Distribution Date2, the Rights
                          will be evidenced by the certificates for,
                          and will be transferred with, the Common
                          Stock, and the registered holders of the
                          Common Stock will be deemed to be the
                          registered holders of the Rights.

                          After the Distribution Date, the Rights
                          Agent will mail separate certificates
                          evidencing the Rights to each record holder
                          of the Common Stock as of the close of
                          business on the Distribution Date, and
                          thereafter the Rights will be transferable
                          separately from the Common Stock.

Exercise                  Prior to the Distribution Date, the Rights
                          will not be exercisable.

                          After the Distribution Date, each Right will be
                          exercisable to purchase, for $240 (the "Purchase

-----------
         2  Distribution Date means the earlier of:

         (1) the 10th day after public announcement that any person or group
         has become the beneficial owner of 20% or more of the Company's Common
         Stock and

         (2) the 10th business day after the date of the commencement of a
         tender or exchange offer by any person which would, if consummated,
         result in such person becoming the beneficial owner of 20% or more of
         the Company's Common Stock.


                                      C-1


<PAGE>


                          Price"), one one-thousandth of a share of Series B
                          Participating Cumulative Preferred Stock, par value $1
                          per share, of the Company.

Flip-In                   If any person or group (an "Acquiring Person")
                          becomes the beneficial owner of 20% or more of the
                          Company's Common Stock, then each Right (other than
                          Rights beneficially owned by the Acquiring Person and
                          certain affiliated persons) will entitle the holder
                          to purchase, for the Purchase Price, a number of
                          shares of the Company's Common Stock having a market
                          value of twice the Purchase Price.

Flip-Over                 If, after any person has become an Acquiring
                          Person, (1) the Company is involved in a merger or
                          other business combination in which the Company is
                          not the surviving corporation or its Common Stock is
                          exchanged for other securities or assets or (2) the
                          Company and/or one or more of its subsidiaries sell
                          or otherwise transfer assets or earning power
                          aggregating more than 50% of the assets or earning
                          power of the Company and its subsidiaries, taken as a
                          whole, then each Right will entitle the holder to
                          purchase, for the Purchase Price, a number of shares
                          of common stock of the other party to such business
                          combination or sale (or in certain circumstances, an
                          affiliate) having a market value of twice the
                          Purchase Price.

Exchange                  At any time after any person has become an Acquiring
                          Person (but before any person becomes the beneficial
                          owner of 50% or more of the Company's Common Stock),
                          the Board of Directors may exchange all or part of
                          the Rights (other than the Rights beneficially owned
                          by the Acquiring Person and certain affiliated
                          persons) for shares of Common Stock at an exchange
                          ratio of one share of Common Stock per Right.

Redemption                The Board of Directors may redeem all of the Rights
                          at a price of $.01 per Right at any time prior


                                      C-2
<PAGE>


                          to the time any person becomes an Acquiring Person.

Expiration                The Rights will expire on March 12, 2009, unless
                          earlier exchanged or redeemed.

Amendments                For so long as the Rights are redeemable, the Rights
                          Agreement may be amended in any respect.

                          At any time after the Rights are no longer
                          redeemable, the Rights Agreement may be amended by
                          the Board of Directors in any respect that does not
                          (i) adversely affect the Rights holders (other than
                          any Acquiring Person and certain affiliated persons),
                          (ii) cause the Rights Agreement again to become
                          amendable other than in accordance with this
                          paragraph or (iii) cause the Rights again to become
                          redeemable.

Independent Directors
Review                    A committee of the Board designated as Independent
                          Directors Committee will be required to periodically
                          review the Rights Agreement to evaluate whether the
                          Rights Agreement continues to be in the best
                          interests of the Company and the shareholders (i)
                          every year beginning from the date of the Rights
                          Agreement or from the date of such last review, as
                          the case may be, or (ii) earlier, if a proposal is
                          made by a person which would cause such person to
                          become an Acquiring Person and the Independent
                          Directors Committee deems a review to be necessary
                          under the circumstances.

Voting Rights             Rights holders have no rights as a shareholder
                          of the Company, including the right to vote and to
                          receive dividends.

Antidilution Provisions   The Rights Agreement includes antidilution
                          provisions designed to prevent efforts to diminish
                          the efficacy of the Rights.

Taxes                     While the dividend of the Rights will not be taxable
                          to shareholders or to the Company, shareholders or
                          the Company may, depending upon


                                      C-3


<PAGE>


                          the circumstances, recognize taxable income in the
                          event that the Rights become exercisable as set forth
                          above.

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


A copy of the Rights Agreement has been filed with the Securities and Exchange
Commission as an Exhibit to a Registration Statement on Form 8-A. A copy of the
Rights Agreement is available free of charge from the Company. This summary
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement.

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


                                      C-4