RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                             THE CHUBB CORPORATION

 

 

 

                 THIS IS TO CERTIFY that THE CHUBB CORPORATION, a New Jersey

corporation under and by virtue of the provisions of Title 14A of the Revised

Statutes of New Jersey and the several amendments thereof and supplements

thereto, does hereby restate and integrate its Certificate of Incorporation,

pursuant to Section 14A:9-5 of The New Jersey Business Corporation Act, as

follows:

 

                 FIRST:  The name of the Corporation is THE CHUBB CORPORATION.

 

                 SECOND:  The location of the current registered office in the

State of New Jersey is 15 Mountain View Road, Warren, New Jersey 07059, and the

name of the agent currently therein and in charge thereof upon whom process

against the Corporation may be served is Henry G. Gulick.

 

                 THIRD:  The objects for which the Corporation is formed are as

follows:

 

                          (a)     To purchase or otherwise acquire, and to own

                 and hold, shares of capital stock of corporations engaged in

                 any kind of business, including, without limitation, the

                 insurance business, the business of managing insurance

                 concerns, individual or corporate, and any other business

                 relating directly or indirectly to insurance; or of any

                 corporation owning shares of capital stock of any such

                 corporation; and to furnish to such corporations and concerns,

                 or to others, advisory, consulting or other services relating

                 to their businesses;

 

                          (b)     To engage in any other business whatsoever,

                 either in addition to or in lieu of the foregoing;

 

                          (c)     To act as principal, agent, partner or joint

                 adventurer, or in any other legal capacity, in any

                 transaction;

 

                          (d)     To apply for, obtain, register, buy, lease,

                 or otherwise acquire, hold, use, own, sell, assign or

                 otherwise dispose of any trade marks, trade names, or

                 distinctive marks; any patents, inventions, improvements and

                 processes used in connection with or secured under letters

                 patent or similar letters or rights, of the United States or

                 any foreign country or government, and to use, develop, grant

                 licenses in respect of or otherwise turn to account the same;

 

                          (e)     To lend and advance money or give credit to

                 such persons, firms, corporations or associations on such

                 terms as it may deem expedient;

 

                          (f)     To acquire by purchase, exchange, lease,

                 rental, license or otherwise, to hold, develop, improve,

                 divide and subdivide, any property, real or personal, which it may deem

                 proper to accomplish the aforesaid purposes, and from time to

                 time to sell, lease, mortgage, exchange, license or otherwise

                 dispose of or encumber the same;

 

                          (g)     To acquire and carry on all or any part of

                 the business or property of any corporation, association,

                 co-partnership or person, and to undertake in connection

                 therewith any liability of any corporation, association,

                 co-partnership or person possessed of property suitable for

                 any of the purposes of the Corporation or for carrying on any

                 business which the Corporation is authorized to carry on, and

                 to issue shares, stocks or obligations of the Corporation and

                 to pay cash as the consideration for the same, at such

                 valuation as the directors of the Corporation may determine;

 

                          (h)     To acquire by purchase, subscription or

                 otherwise, and to hold, sell, assign, transfer, mortgage,

                 pledge or otherwise dispose of, shares of the capital stock

                 and bonds, debentures or other evidences of indebtedness

                 created by any other corporation or corporations, domestic or

                 foreign, and, while the holder thereof, to exercise all the

                 rights to vote thereon;

 

                          (i)     To purchase, hold, and re-issue shares of its

                 capital stock;

 

                          (j)     To borrow money, to make and issue promissory

                 notes, bills of exchange, bonds, debentures and obligations

                 and evidences of indebtedness of all kinds, whether secured by

                 mortgage, pledge or otherwise, without limit as to amount, and

                 to secure the same by mortgage, pledge, or otherwise;

 

                          (k)     To enter into, make, perform and carry out

                 contracts of every sort and kind with any person, firm,

                 association, corporation, private, public or municipal, or

                 body politic and with the government of the United States or

                 any State, District of Columbia, territory, or Commonwealth

                 or possession thereof, or with any foreign government, or

                 any political subdivision thereof;

 

                          (l)     To conduct its business in any of the States,

                 Commonwealths or possessions of the United States, in the

                 District of Columbia, and in any and all foreign countries; to

                 have one or more offices therein and to hold, purchase,

                 mortgage and convey real and personal property unlimitedly

                 therein;

 

                          (m)     To aid by loan, guaranty or in any other

                 manner any corporation or association, any bonds, other

                 securities or evidences of indebtedness or shares of stock of

                 which are held by or for the Corporation or in which the

                 Corporation shall have any interest, and to do any other acts

                 or things designed to protect or enhance the value of any such

                 bonds,other securities or evidences of indebtedness or such shares

                 of stock or any other property of the Corporation;

 

                          (n)     To do everything necessary, suitable,

                 convenient or proper for the accomplishment of any of the

                 purposes or the attainment of any one or more of the objects

                 herein enumerated or incidental to the powers herein named, or

                 which shall at any time appear conducive or expedient for the

                 protection or benefit of the Corporation, either as holder of

                 any interest in any property or otherwise, with all the powers

                 now or hereafter conferred by the laws of this State upon

                 corporations under the act hereinabove referred to.

 

                 The foregoing clauses shall be construed both as objects and

powers, and except where otherwise expressed, such objects and powers shall be

in no way limited or restricted by reference to or inference from the terms of

any other clauses in this Certificate of Incorporation, but the objects and

powers so specified shall be regarded as independent objects and powers, and it

is hereby expressly provided that the foregoing enumeration of specific objects

and powers shall not be held to limit or restrict in any manner the powers of

the Corporation.

 

                 FOURTH:  The total number of shares of capital stock which the

Corporation shall have authority to issue is six hundred four million

(604,000,000) shares, of which six hundred million (600,000,000) shares, of the

par value of one dollar ($1) per share, amounting in the aggregate to six

hundred million dollars ($600,000,000) shall be Common Stock (hereinafter

called "Common Stock") and four million (4,000,000) shares, of the par value of

one dollar ($1) per share, amounting in the aggregate to four million dollars

($4,000,000), shall be Preferred Stock (hereinafter called "Preferred Stock").

 

                          SECTION A.  PROVISIONS RELATING TO COMMON STOCK.

                 1.  Each share of Common Stock shall have one vote and,

                 except as provided in Section B of this Article Fourth or by

                 an amendment to the Certificate of Incorporation adopted by

                 the Board of Directors establishing any series of Preferred

                 Stock, the exclusive voting power for all purposes shall be

                 fixed in the holders of the Common Stock.

 

                                  2.  Subject to the provisions of law and the

                 preference of the Preferred Stock, dividends may be paid on

                 the Common Stock of the Corporation at such time and in such

                 amounts as the Board of Directors may deem advisable.

 

                                  3.  In the event of any liquidation,

                 dissolution or winding up of the Corporation, whether

                 voluntary or involuntary, after payment or provision for

                 payment of the debts and other liabilities of the Corporation

                 and the amounts to which the holders of the Preferred Stock

                 shall be entitled, the holders of the Common Stock shall be

                 entitled to share ratably in the remaining assets of the

                 Corporation.

 

                                  SECTION B.  PROVISIONS RELATING TO PREFERRED

                 STOCK.  1.  The Preferred Stock may be issued, from time to

                 time, in one or more series, each of such series to have such

                 designation and such relative voting, dividend, liquidation,

                 conversion and other rights, preferences and limitations as

                 are stated and expressed herein and in such amendment or

                 amendments to the Certificate of Incorporation establishing

                 such series as are adopted by the Board of Directors as

                 hereinafter provided and as are not inconsistent with this

                 Article Fourth.

 

                                  2.  Authority is hereby expressly vested in

                 and granted to the Board of Directors of the Corporation,

                 subject to the provisions of this paragraph 2, to adopt an

                 amendment or amendments to the Certificate of Incorporation

                 dividing the shares of Preferred Stock into one or more series

                 and, with respect to each such series, fixing the following:

 

                                  (a)  the number of shares to constitute such

                          series and the distinctive designation thereof;

 

                                  (b)  the annual dividend rate on the shares

                          of such series and the date or dates from which

                          dividends shall be accumulated as herein provided;

 

                                  (c)  the times when and the prices at which

                          shares of such series shall be redeemable, the

                          limitations and restrictions with respect to such

                          redemptions and the amount, if any, in addition to

                          any accumulated dividends thereon which the holders

                          of shares of such series shall be entitled to receive

                          upon the redemption thereof, which amount may vary at

                          different redemption dates and may differ in the case

                          of shares redeemed through the operation of any

                          purchase, retirement or sinking fund from the case of

                          shares otherwise redeemed;

 

                                  (d)  the amount, if any, in addition to any

                          accumulated dividends thereon which the holders of

                          shares of such series shall be entitled to receive

                          upon the liquidation, dissolution or winding up of

                          the Corporation, which amount may vary depending on

                          whether such liquidation, dissolution or winding up

                          is voluntary or involuntary and, if voluntary, may

                          vary at different dates;

 

                                  (e)  whether or not the shares of such series

                          shall be subject to the operation of a purchase,

                          retirement or sinking fund and, if so, the extent to

                          and manner in which such purchase, retirement or

                          sinking fund shall be applied to the purchase or

                          redemption of the shares of such series for

                          retirement or for other corporate purposes and the

                          terms and provisions relative to the operation of the

                          said fund or funds;

 

                                  (f)  whether or not the shares of such series

                          shall be convertible into shares of stock of any

                          other class or classes, or of any other series of

                          Preferred

                          Stock or series of other class of shares, and if so

                          convertible, the price or prices, the rate or rates

                          of conversion and the method, if any, of adjusting

                          the same;

 

                                  (g)  the limitations and restrictions, if

                          any, to be effective while any shares of such series

                          are outstanding upon the payment of dividends or

                          making of other distribution on, and upon the

                          purchase, redemption or other acquisition by the

                          Corporation or any subsidiary of, the Common Stock,

                          or (with the exception of the Preferred Stock) any

                          other class or classes of stock of the Corporation

                          ranking on a parity with or junior to the shares of

                          such series either as to dividends or upon

                          liquidation;

 

                                  (h)  the conditions or restrictions, if any,

                          upon the creation of indebtedness of the Corporation

                          or of any subsidiary, or upon the issue of any

                          additional stock (including additional shares of such

                          series or of any other series or of any other class)

                          ranking on a parity with or prior to the shares of

                          such series either as to dividends or upon

                          liquidation;

 

                                  (i)  the voting powers, if any, of the series

                          in addition to the voting powers provided in

                          paragraph 12 hereof;

 

                                  (j)  such other preferences and relative,

                          participating, optional or other special rights, or

                          qualifications, limitations or restrictions, as shall

                          not be inconsistent with this Article Fourth.

 

                 The Board of Directors also shall have authority to change the

                 designation of shares, or the relative rights, preferences and

                 limitations of the shares, of any theretofore established

                 series of Preferred Stock, no shares of which have been

                 issued, and further, the Board shall have authority to

                 increase or decrease the number of shares of any series

                 previously determined by it (provided, however, that the

                 number of shares of any series shall not be decreased to a

                 number less than that of the shares of that series then

                 outstanding).

 

                                  3.  All shares of any one series of Preferred

                 Stock shall be identical with each other in all respects,

                 except that shares of any one series issued at different times

                 may differ as to the dates from which dividends thereon shall

                 be cumulative; and all series shall rank equally and be

                 identical in all respects, except as permitted by the

                 provisions of this Section B of this Article Fourth.

 

                                  4.  Subject to the provisions of paragraph 17

                 of this Section B of this Article Fourth, before any dividends

                 (other than dividends payable in Common Stock) on any class or

                 classes of stock of the Corporation ranking junior to the

                 Preferred Stock as to dividends shall be declared or paid or

                 set apart for payment, the holders of shares of Preferred

                 Stock of each series shall be entitled to receive dividends,

                 but only when and as declared by the Board of Directors, at

                 the annual rate, and no more, fixed in the amendment to the

                 Certificate of Incorporation establishing such series, payable

                 in each year on such dates as may be fixed in such amendment

                 to the Certificate of Incorporation, to holders of record on

                 such respective dates as may be determined by the Board of

                 Directors in advance of the payment of each particular

                 dividend.  With respect to each series of Preferred Stock such

                 dividends shall be cumulative from the date or dates fixed in

                 the amendment to the Certificate of Incorporation establishing

                 such series.  No dividends shall be declared on any series of

                 Preferred Stock in respect of any dividend period unless there

                 shall likewise be or have been declared on all shares of

                 Preferred Stock of each other series at the time outstanding

                 like dividends for all dividend periods coinciding with or

                 ending before such dividend period, ratably in proportion to

                 the respective annual dividend rates fixed therefore as

                 hereinbefore provided.  Accruals of dividends shall not bear

                 interest.

 

                                  5.  In the event of any liquidation,

                 dissolution or winding up of the Corporation, whether

                 voluntary or involuntary, before any payment or distribution

                 of the assets of the Corporation (whether capital or surplus)

                 shall be made to or set apart for the holders of any class or

                 classes of stock of the Corporation ranking junior to the

                 Preferred Stock upon liquidation, the holders of each series

                 of shares of Preferred Stock shall be entitled to receive the

                 amount payable upon such liquidation, dissolution or winding

                 up for such series as fixed by the amendment to the

                 Certificate of Incorporation establishing such series, plus an

                 amount equal to all dividends accumulated to the date of final

                 distribution to such holders, but such holders shall not be

                 entitled to any further payment.  If, upon any liquidation,

                 dissolution or winding up of the Corporation, the assets of

                 the Corporation, or proceeds thereof, distributable among the

                 holders of shares of Preferred Stock shall be insufficient to

                 pay in full the preferential amount aforesaid, then such

                 assets, or the proceeds thereof, shall be distributed among

                 such holders ratably in accordance with the respective amounts

                 which would be payable on such shares if all amounts payable

                 thereon were paid in full.  For the purposes of this paragraph

                 5, the voluntary sale, conveyance, lease, exchange or transfer

                 (for cash, shares of stock, securities or other consideration)

                 of all or substantially all the property or assets of the

                 Corporation or a consolidation or merger of the Corporation

                 with one or more other corporations (whether or not the

                 Corporation is the corporation surviving such consolidation or

                 merger) shall not be deemed to be a liquidation, dissolution

                 or winding up, voluntary or involuntary.

 

                                  6.  Subject to any requirements which may be

                 applicable to the redemption of any given series of Preferred

                 Stock as provided in the amendment or amendments to the

                 Certificate of Incorporation establishing such series

                 of Preferred Stock, the Corporation may, at its option, except

                 as provided in paragraph 10 of this Section B of this Article

                 Fourth, redeem at any time the whole or from time to time any

                 part of the Preferred Stock of any series at the time

                 outstanding, at the redemption price or prices stated in said

                 amendment or amendments to the Certificate of Incorporation,

                 plus in every case an amount equal to all accumulated

                 dividends with respect to each share so to be redeemed (the

                 total sum so payable on any such redemption being herein

                 referred to as the "redemption price").  Notice of every such

                 redemption shall be mailed at least 30 days in advance of the

                 date designated for such redemption (herein called the

                 "redemption date") to the holders of record of shares of

                 Preferred Stock so to be redeemed at their respective

                 addresses as the same shall appear on the books of the

                 Corporation.  In case of the redemption of a part only of any

                 series of Preferred Stock at the time outstanding, the shares

                 of such series so to be redeemed shall be selected by lot or

                 in such other manner as the Board of Directors may determine.

 

                                  7.  If said notice of redemption shall have

                 been given as aforesaid and if, on or before the redemption

                 date, the funds necessary for such redemption shall have been

                 set aside by the Corporation, separate and apart from its

                 other funds, in trust for the pro rata benefit of the holders

                 of the shares so called for redemption, then, from and after

                 the redemption date, notwithstanding that any certificates for

                 shares of Preferred Stock so called for redemption shall not

                 have been surrendered for cancellation, the shares represented

                 thereby shall be deemed to be not issued and outstanding, the

                 right to receive dividends thereon shall cease to accrue from

                 and after the redemption date and all rights of holders of the

                 shares of Preferred Stock so called for redemption shall

                 forthwith, after the redemption date, cease and terminate,

                 excepting only the right to receive the redemption price

                 therefor but without interest.  Any funds so set aside by the

                 Corporation, which shall not be required for such redemption

                 because of the exercise of any right of conversion subsequent

                 to the date such funds are set aside, shall revert to the

                 general funds of the Corporation, and any funds so set aside

                 by the Corporation and unclaimed at the end of six years from

                 the date fixed for such redemption shall revert to the general

                 funds of the Corporation after which reversion the holders of

                 such shares so called for redemption shall look only to the

                 Corporation for payment of the redemption price, and such

                 shares shall still be deemed to be not issued and outstanding.

 

                                  8.  If, on or before the redemption date, the

                 Corporation shall deposit in trust, with a bank or trust

                 company in the Borough of Manhattan, The City of New York,

                 having a capital and surplus of at least $5,000,000, the funds

                 necessary for the redemption of the shares of Preferred Stock

                 so called for redemption, to be applied to the redemption of

                 such shares, and if on or before such date the Corporation

                 shall have given notice of redemption as aforesaid or made

                 provision satisfactory to such bank or

                 trust company for the timely giving thereof, then from and

                 after the date of such deposit all shares of Preferred Stock

                 so called for redemption shall be deemed to be not issued and

                 outstanding, and all rights of the holders of such shares of

                 Preferred Stock so called for redemption shall cease and

                 terminate, excepting only the right to receive the redemption

                 price therefor, but without interest, and the right to

                 exercise on or before the date fixed for redemption privileges

                 of conversion, if any, not theretofore otherwise expiring.

                 Any funds so deposited, which shall not be required for such

                 redemption because of the exercise of any such right of

                 conversion subsequent to the date of such deposit, shall be

                 returned to the Corporation.  In case the holders of shares of

                 Preferred Stock which shall have been called for redemption

                 shall not, within one year after the redemption date, claim

                 the amount deposited with respect to the redemption thereof,

                 any such bank or trust company shall, upon demand, pay over to

                 the Corporation such unclaimed amounts and thereupon such bank

                 or trust company shall be relieved of all responsibility in

                 respect thereof to such holders and such holders shall look

                 only to the Corporation for the payment thereof.  Any interest

                 accrued on funds so deposited shall be paid to the Corporation

                 from time to time.  Any such unclaimed amounts paid over by

                 any such bank or trust company to the Corporation shall for a

                 period terminating six years after the date fixed for

                 redemption, be set aside and held by the Corporation in the

                 manner and with the same effect as if such unclaimed amounts

                 had been set aside under the preceding paragraph 7 of this

                 Section B of this Article Fourth.

 

                                  9.  Shares of Preferred Stock which have been

                 issued and reacquired in any manner by the Corporation

                 (excluding, until the Corporation elects to retire them,

                 shares which are held as treasury shares, but including shares

                 redeemed, shares purchased and retired, whether through the

                 operation of a retirement or sinking fund or otherwise, and

                 shares which, if convertible, have been converted into shares

                 of stock of any other class or classes or of any other series

                 of Preferred Stock or series of other class of shares) shall,

                 upon compliance with any applicable provisions of the New

                 Jersey Business Corporation Act, have the status of authorized

                 and unissued shares of Preferred Stock and may be reissued as

                 a part of the series of which they were originally a part (if

                 the terms of such series do not prohibit such reissue) or as

                 part of a new series of Preferred Stock to be established by

                 an amendment to the Certificate of Incorporation adopted by

                 the Board of Directors or as part of any other series of

                 Preferred Stock the terms of which do not prohibit such

                 reissue.

 

                                  10.  If at any time the Corporation shall

                 have failed to pay dividends in full on the Preferred Stock,

                 thereafter and until dividends in full, including all

                 accumulated and unpaid dividends to the next preceding

                 dividend payment date on the Preferred Stock outstanding,

                 shall have been declared and set apart for payment or paid,

                 (a) the Corporation, without the affirmative vote or consent

                 of the holders of at least 66-2/3% in interest of the

                 Preferred Stock at the time outstanding, given in person or by

                 proxy, either in writing or by resolution adopted either at a

                 meeting called for the purpose or at an annual meeting of

                 stockholders of the Corporation, the holders of the Preferred

                 Stock, regardless of series, consenting or voting (as the case

                 may be) separately as a class, shall not redeem less than all

                 the Preferred Stock at such time outstanding, other than in

                 accordance with paragraph 16 hereof, and (b) neither the

                 Corporation nor any subsidiary shall purchase any 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 Preferred Stock of all series

                 upon such terms as the Board of Directors, in their sole

                 discretion after consideration of the respective annual

                 dividend rates and other relative rights and preferences of

                 the respective series, shall determine (which determination

                 shall be final and conclusive) will result in fair and

                 equitable treatment among the respective series; provided,

                 that (i) the Corporation, to meet the requirements of any

                 purchase, retirement or sinking fund provisions with respect

                 to any series, may use shares of such series acquired by it

                 prior to such failure and then held by it as treasury stock

                 and (ii) nothing shall prevent the Corporation from completing

                 the purchase or redemption of shares of Preferred Stock for

                 which a purchase contract was entered into for any purchase,

                 retirement or sinking fund purposes, or the notice of

                 redemption of which was initially published, prior to such

                 default.

 

                                  11.  So long as any of the Preferred Stock is

                 outstanding, the Corporation will not:

 

                                  (a)  Without the affirmative vote or consent

                          of the holders of at least 66-2/3% of all the

                          Preferred Stock at the time outstanding, given in

                          person or by proxy, either in writing or by

                          resolution adopted either at a meeting called for the

                          purpose or at an annual meeting of stockholders of

                          the Corporation, the holders of the Preferred Stock,

                          regardless of series, consenting or voting (as the

                          case may be) separately as a class, (i) create, or

                          increase the authorized number of shares of, any

                          class or classes of stock ranking prior to the

                          Preferred Stock, either as to dividends or upon

                          liquidation, or (ii) amend, alter or repeal any of

                          the provisions of this Article Fourth so as adversely

                          to affect the preferences, special rights or powers

                          of the Preferred Stock;

 

                                  (b)  Without the affirmative vote or consent

                          of the holders of at least 66-2/3% of any series of

                          the Preferred Stock at the time outstanding, given in

                          person or by proxy, either in writing or by

                          resolution adopted either at a special meeting called

                          for the purpose or at an annual meeting of

                          stockholders of the Corporation, the holders of such

                          series of the Preferred Stock consenting or voting

                          (as the case may be) separately as a class, amend,

                          alter or repeal any

                          of the provisions of the amendment or amendments to

                          the Certificate of Incorporation establishing such

                          series so as adversely to affect the preferences,

                          special rights or powers of the Preferred Stock of

                          such series;

 

                                  (c)  Without the affirmative vote or consent

                          of the holders of at least a majority of all the

                          Preferred Stock at the time outstanding, given in

                          person or by proxy, either in writing or by

                          resolution adopted either at a special meeting called

                          for the purpose or at an annual meeting of

                          stockholders of the Corporation, the holders of the

                          Preferred Stock, regardless of series, consenting or

                          voting (as the case may be) separately as a class,

                          (i) increase the authorized amount of the Preferred

                          Stock, or (ii) create, or increase the authorized

                          number of shares of, any other class or classes of

                          stock ranking on a parity with the Preferred Stock

                          either as to dividends or upon liquidation;

 

                 provided, however, that any vote or consent required by clause

                 (ii) of subparagraph (a) above may be given or made effective

                 by the filing of an appropriate amendment of the Corporation's

                 Certificate of Incorporation without obtaining the vote or

                 consent of the holders of the Common Stock of the Corporation

                 (the right to give such vote or consent being expressly waived

                 by holders of such Common Stock) unless the action to be taken

                 would adversely affect the preferences, rights or powers of

                 the Common Stock; and provided further that any vote or

                 consent required by subparagraph (b) above may be given and

                 made effective by the filing of an appropriate amendment of

                 the Corporation's Certificate of Incorporation without

                 obtaining the vote or consent of the holders of any other

                 series of the Preferred Stock or the holders of the Common

                 Stock of the Corporation (the right to give such vote or

                 consent being expressly waived by all holders of such other

                 series of Preferred Stock and the holders of the Common Stock)

                 unless the action to be taken would adversely affect the

                 preferences, rights or powers of such other series of

                 Preferred Stock or Common Stock, as the case may be.

 

                                  12.  Whenever, at any time or times,

                 dividends payable on the Preferred Stock shall be in default

                 in an aggregate amount equivalent to six full quarterly

                 dividends on any series of Preferred Stock at the time

                 outstanding, the number of directors then constituting the

                 Board of Directors of the Corporation shall ipso facto be

                 increased by two, and the outstanding Preferred Stock shall,

                 in addition to any other voting rights, have the exclusive

                 right, voting separately as a class and without regard to

                 series, to elect two directors of the Corporation to fill such

                 newly created directorships.  Whenever such right of the

                 holders of the Preferred Stock shall have vested, such right

                 may be exercised initially either at a special meeting of such

                 holders of the Preferred Stock called as provided in paragraph

                 13 of this Section B of this Article Fourth or at any annual

                 meeting of stockholders held for the purpose of

                 electing directors, and thereafter at such annual meetings.

                 The right of the holders of the Preferred Stock, voting

                 separately as a class, to elect members of the Board of

                 Directors of the Corporation as aforesaid shall continue until

                 such time as all dividends accumulated on the Preferred Stock

                 to the dividend payment date next preceding the date of any

                 such determination shall have been paid in full, or declared

                 and set apart in trust for payment, at which time the right of

                 the holders of the Preferred Stock so to vote separately as a

                 class shall terminate, except as herein or by law expressly

                 provided, subject to revesting in the event of each and every

                 subsequent default of the character above mentioned.  Upon

                 such termination the number of directors constituting the

                 Board of Directors shall be reduced as provided in paragraph

                 15 of this Section B.

 

                                  13.      At any time when the special voting

                 right shall have vested in the holders of the Preferred Stock

                 then outstanding as provided in the preceding paragraph 12 of

                 this Section B of this Article Fourth, and if such right shall

                 not already have been initially exercised, a proper officer of

                 the Corporation, upon the written request of the holders of

                 record of at least 10% in amount of the Preferred Stock then

                 outstanding, regardless of series, addressed to the secretary

                 of the Corporation shall call a special meeting of the holders

                 of the Preferred Stock and of any other class or classes of

                 stock having voting power with respect thereto, for the

                 purpose of electing directors. Such meeting shall be held at

                 the earliest practicable date upon the same form of notice as

                 is required for annual meetings of stockholders at the place

                 for the holding of annual meetings of stockholders of the

                 Corporation (or such other suitable place as is designated by

                 said officer).  If such meeting shall not be called by the

                 proper officer of the Corporation within 20 days after the

                 personal service of such written request upon the secretary of

                 the Corporation, or within 20 days after mailing the same

                 within the United States of America, by registered mail

                 addressed to the secretary of the Corporation at its principal

                 office (such mailing to be evidenced by the registry receipt

                 issued by the postal authorities), then the holders of record

                 of at least 10% in amount of the Preferred Stock then

                 outstanding, regardless of series, may designate in writing

                 one of their number to call such meeting at the expense of the

                 Corporation, and such meeting may be called by such person so

                 designated upon the same form of notice as is required for

                 annual meetings of stockholders and shall be held at the place

                 for the holding of annual meetings of stockholders of the

                 Corporation (or such other suitable place as is designated by

                 such person).  Any holder of Preferred Stock so designated

                 shall have access to the stock books of the Corporation for

                 the purpose of causing a meeting of stockholders to be called

                 pursuant to these provisions. Notwithstanding the provisions

                 of this paragraph 13, no such special meeting shall be called

                 during the period within 90 days immediately preceding the

                 date fixed for the next annual meeting of stockholders of the

                 Corporation.

 

                                  14.      At any meeting held for the purpose

                 of electing directors at which the holders of the Preferred

                 Stock shall have the special right, voting separately as a

                 class, to elect directors as provided in paragraph 12 of this

                 Section B of this Article Fourth, the presence, in person or

                 by proxy, of the holders of 33-1/3% of the Preferred Stock at

                 the time outstanding shall be required and be sufficient to

                 constitute a quorum of such class for the election of either

                 director pursuant to said paragraph 12.  At any such meeting

                 or adjournment thereof, (a) the absence of a quorum of the

                 Preferred Stock shall not prevent the election of the

                 directors to be elected otherwise than pursuant to said

                 paragraph 12, and the absence of a quorum of stock other than

                 the Preferred Stock shall not prevent the election of the

                 directors to be elected pursuant to said paragraph 12, and (b)

                 in the absence of such quorum, either of the Preferred Stock

                 or of stock other than the Preferred Stock, or both, a

                 majority of the holders, present in person or by proxy, of the

                 class or classes of stock which lack a quorum shall have power

                 to adjourn the meeting for the election of directors whom they

                 are entitled to elect, from time to time without notice other

                 than announcement at the meeting, until a quorum shall be

                 present.

 

                                  15.      During any period when the holders

                 of the Preferred Stock have the right to vote as a class for

                 directors as provided in paragraph 12 of this Section B of

                 this Article Fourth, (a) the directors so elected by the

                 holders of the Preferred Stock shall continue in office until

                 their successors shall have been elected by such holders or

                 until termination of the right of the holders of the Preferred

                 Stock to vote as a class for directors, and (b) any vacancies

                 in the Board of Directors shall be filled only by vote of a

                 majority (even if that be only a single director) of the

                 remaining directors theretofore elected by the holders of the

                 class or classes of stock which elected the director whose

                 office shall have become vacant. Immediately upon any

                 termination of the right of holders of the Preferred Stock to

                 vote as a class for directors as provided in paragraph 12 of

                 this Section B of this Article Fourth, (a) the term of office

                 of the directors so elected by the holders of Preferred Stock

                 shall terminate, and (b) the number of directors shall be such

                 number as may be provided for in the by-laws irrespective of

                 any increase made pursuant to the provisions of said paragraph

                 12.

 

                                  16.      If in any case the amounts payable

                 with respect to any requirements to retire shares of the

                 Preferred Stock are not paid in full in the case of series

                 with respect to which such requirements exist, the number of

                 shares to be retired in each series shall be in proportion to

                 the respective amounts which would be payable on account of

                 such requirements if all amounts payable were met in full.

 

                                  17.      Whenever, at any time, full

                 cumulative dividends as aforesaid for all past dividend

                 periods and for the current dividend period shall have been

                 paid or declared

                 and set apart for payment on the then outstanding Preferred

                 Stock, and after complying with all the provisions with

                 respect to any purchase, retirement or sinking fund or funds

                 for any one or more series of Preferred Stock, the Board of

                 Directors may, subject to the provisions hereof with respect

                 to the payment of dividends on any other class or classes of

                 stock, declare dividends on any such other class or classes of

                 stock ranking junior to the Preferred Stock as to dividends

                 subject to the respective terms and provisions, if any,

                 applying thereto, and the Preferred Stock shall not be

                 entitled to share therein.

 

                                  Upon any liquidation, dissolution or winding

                 up of the Corporation, after payment shall have been made in

                 full to the Preferred Stock as provided in paragraph 5 of this

                 Article Fourth, but not prior thereto, any other class or

                 classes of stock ranking junior to the Preferred Stock upon

                 liquidation shall, subject to the respective terms and

                 provisions, if any, applying thereto, be entitled to receive

                 any and all assets remaining to be paid or distributed, or the

                 proceeds thereof, and the Preferred Stock shall not be

                 entitled to share therein.

 

                                  18.  For the purposes of this Section B of

                 this Article Fourth and of any amendment or amendments to the

                 Certificate of Incorporation adopted by the Board of Directors

                 establishing any series of Preferred Stock and of any

                 certificate filed with the Secretary of State of New Jersey

                 (unless otherwise provided in any such amendment or

                 certificate):

 

                                  (a)  The amount of dividends "accumulated" on

                          any share of Preferred Stock of any series as at any

                          dividend date shall be deemed to be the amount of any

                          unpaid dividends accumulated thereon to and including

                          such dividend date, whether or not earned or

                          declared, and the amount of dividends "accumulated"

                          on any share of Preferred Stock of any series as at

                          any date other than a dividend date shall be

                          calculated as the amount of any unpaid dividends

                          accumulated thereon to and including the last

                          preceding dividend date, whether or not earned or

                          declared, plus an amount equivalent to the pro rata

                          portion of a dividend at the annual dividend rate

                          fixed for the shares of such series for the period

                          after such last preceding dividend date to and

                          including the date as of which the calculation is

                          made.

 

                                  (b)  Any class or classes of stock of the

                          Corporation shall be deemed to rank

                                       (i)  prior to the Preferred Stock

                                  either as to dividends or upon liquidation

                                  if the holders of such class or classes

                                  shall be entitled to the receipt of

                                  dividends or of amounts distributable upon

                                  liquidation, dissolution or winding up, as

                                  the case may be, in preference or priority

                                  to the holders of the Preferred Stock

 

                                        (ii)  on a parity with the Preferred

                                  Stock either as to dividends or upon

                                  liquidation, whether or not the dividend

                                  rates, dividend payment dates, or redemption

                                  or liquidation prices per share thereof be

                                  different from those of the Preferred Stock,

                                  if the holders of such class or classes of

                                  stock shall be entitled to the receipt of

                                  dividends or of amounts distributable upon

                                  liquidation, dissolution or winding up, as

                                  the case may be, in proportion to their

                                  respective dividend rates or liquidation

                                  prices, without preference or priority one

                                  over the other with respect to the holders of

                                  the Preferred Stock;

 

                                        (iii)  junior to the Preferred Stock

                                  either as to dividends or upon liquidation if

                                  the rights of the holders of such class or

                                  classes shall be subject or subordinate to

                                  the rights of the holders of the Preferred

                                  Stock in respect of the receipt of dividends

                                  or of amounts distributable upon liquidation,

                                  dissolution or winding up, as the case may

                                  be.

 

                                  19.      So long as any shares of Preferred

                 Stock shall be outstanding, the Common Stock shall be deemed

                 to rank junior to the Preferred Stocks as to dividends and

                 upon liquidation.

 

                                  SECTION B-1.  PROVISIONS RELATING TO SERIES A

                               PARTICIPATING CUMULATIVE PREFERRED STOCK.

 

                                  1.  DESIGNATION AND AMOUNT.  The shares of

                 such series shall be designated as "Series A Participating

                 Cumulative Preferred Stock" and the number of shares

                 constituting such series shall be 500,000.

 

                                  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 A Participating

                 Cumulative Preferred Stock with respect to dividends, the

                 holders of shares of Series A 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 A

                 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 A 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 A Participating Cumulative

                 Preferred Stock.  In the event the Company shall at any time

                 after June 2, 1989 (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 (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 A 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 A

                 Participating Cumulative Preferred Stock as provided in

                 paragraph (A) above 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 A 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 A Participating

                 Cumulative Preferred Stock from the Quarterly Dividend Payment

                 Date next preceding the date of issue of such shares of Series

                 A 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 A

                 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 A 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 A

                 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

                 A 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 A 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 A 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 A Participating 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 A 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 A 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 A

                 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 A 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 A 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,

                 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 A

                 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 a 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 A

                 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

                 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 A

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 A

                 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 A 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 A

                          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 A

                          Participating Cumulative Preferred Stock, except

                          dividends paid ratably on the Series A 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 A

                          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

                          A Participating Cumulative Preferred Stock; or

 

                                  (iv)  purchase or otherwise acquire for

                          consideration any shares of Series A Participating

                          Cumulative Preferred Stock, or any shares of stock

                          ranking on a parity with the Series A 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

                 A Participating Cumulative Preferred Stock purchase 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 A

                 Participating Cumulative Preferred Stock unless, prior

                 thereto, the holders of shares of Series A 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 A 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 100 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 A

                 Participating Cumulative Preferred Stock, except distributions

                 made ratable on the Series A 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

                 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

                 A 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 A 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 100 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 A 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 A

                 Participating Cumulative Preferred Stock shall not be

                 redeemable.

 

                                  9.  RANK.  The Series A 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

                 A Participating Cumulative Preferred Stock.

 

                                  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 A 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 A Participating

                 Cumulative Preferred Stock, voting separately as a class.

 

                                  11.  FRACTIONAL SHARES.  Series A

                 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 A

                 Participating Cumulative Preferred Stock.

 

                 FIFTH:  The names and addresses of the current fourteen

members of the Board of Directors are as follows:

 

                 NAMES                            ADDRESSES

 

                 John C. Beck                     330 Madison Ave.

                                                  New York, NY 10017-5001

                                                

                 James I. Cash, Jr.               Baker Library #187

                                                  Soldiers Field

                                                  Boston, MA 02163

                                                

                 Percy Chubb, III                 15 Mountain View Road

                                                  Warren, NJ 07059

                                                 

                 Joel J. Cohen                    277 Park Avenue

                                                  New York, NY 10172

 

                 David H. Hoag                    25 West Prospect Avenue

                                                  Cleveland, OH 44115

                                                

                 Robert V. Lindsay                R.R. #3, Box 219

                                                  Millbrook, NY 12545

                                                

                 Thomas C. MacAvoy                Box 6550

                                                  Charlottesville, VA 22906

                                                

                 Gertrude G. Michelson            Herald Square

                                                  New York, NY 10001

                                                

                 Dean R. O'Hare                   15 Mountain View Road

                                                  Warren, NJ 07059

                                                

                 Warren B. Rudman                 1615 L Street, NW

                                                  Washington, DC 20036

                                                 

                 David G. Scholey                 One Finsbury Avenue

                                                  London EC2M 2PP, England

                                                

                 Raymond G. H. Seitz              One Broadgate

                                                  London EC2M 7HA, England

                                                

                 Lawrence M. Small                3900 Wisconsin Ave., NW

                                                  Washington, DC 20016-2899

                                                

                 Richard D. Wood                  Lilly Corporate Center

                                                  Indianapolis, IN 46285

 

 

                 SIXTH:  The duration of the Corporation shall be perpetual.

 

                 SEVENTH:  Meetings of stockholders may be held in the State of

New Jersey or in the City of New York, State of New York, at such place therein

as may from time to time be designated by the directors and stated in the

notice of meeting.  Election of directors need not be by ballot unless

otherwise provided in the By-laws.  At all meetings of stockholders, every

stockholder entitled to vote thereat shall have one vote for each share

standing in his name on the books of the Corporation.  Any action which at any

meeting of stockholders requires the vote, assent or consent of two-thirds in

interest of all of the stockholders, or of two-thirds in interest of each class

of stockholders having voting powers thereon, may be taken upon the vote,

assent or consent of two-thirds in interest of the stockholders present and

voting at such meeting in person or by proxy, or, where a vote, assent, or

consent by classes is required, may be taken upon the vote, assent or consent

of two-thirds in interest of the stockholders of each class so present and

voting.

 

                 EIGHTH:  Except as otherwise provided by statute, the Board of

Directors shall exercise all corporate powers, and in addition thereto and to

all other powers now or hereafter conferred by law or by this Certificate of

Incorporation or the By-laws, shall have power:

 

                          (a)     To hold meetings, to have one or more

                 offices, and to keep the books of the Corporation, except as

                 otherwise expressly provided by law, at such places, whether within or

                 without the State of New Jersey, as may from time to time be

                 designated by the Board;

 

                          (b)     To appoint an Executive Committee from among

                 its members, which Committee may, subject to the By-Laws,

                 exercise the power of the directors in the management of the

                 business, affairs and property of the Corporation during the

                 intervals between the meetings of the Board;

 

                          (c)     To make, alter and repeal by-laws of the

                 Corporation, subject to the reserved power of the stockholders

                 to make, alter and repeal by-laws;

 

                          (d)     To determine whether and to what extent, at

                 what times and places and under what conditions and

                 regulations, the accounts and books of the Corporation, or any

                 of them, shall be open to the inspection of the stockholders,

                 and no stockholder shall have any right to inspect any

                 account, record, book or document of the Corporation except as

                 conferred by statute of the State of New Jersey, or as

                 authorized by the Board;

 

                          (e)     To fix and determine, from time to time, and

                 to vary, the amount of the working capital of the Corporation,

                 to appropriate or set apart reserves for any corporate

                 purpose, to determine what, if any, dividends shall be

                 declared and paid to stockholders out of the surplus or net

                 profits and to direct and determine the use and disposition of

                 any surplus or net profits over and above the capital of the

                 Corporation;

 

                          (f)     In its discretion, to use or apply any funds

                 of the Corporation lawfully available therefor for the

                 purchase or acquisition of shares of the capital stock or

                 bonds or other securities of the Corporation, in the market or

                 otherwise, at such price as may be fixed by the Board, and to

                 such extent and in such manner and for such purposes and upon

                 such terms as the Board may deem expedient and as may be

                 permitted by law;

 

                          (g)     In its discretion, to make any lawful

                 disposition of any paid-in or capital surplus, or create any

                 reserves out of the same, or charge to the same organization

                 expenses or other similar expenses properly chargeable to

                 capital account;

 

                          (h)     From time to time in such manner and upon

                 such terms and conditions as may be determined by the Board,

                 to provide and carry out and recall, abolish, revise, alter or

                 change, one or more plan or plans for

 

                                  (1)  the issue or the purchase and sale of

                          its capital stock or granting of options therefor to

                          any or all of the employees, officers or directors of

                          the Corporation, or of any subsidiaries and the

                          payment for such stock in installments or at one

                          time, with or without the right to vote thereon

                          pending payment

                          therefor in full, and for aiding any such persons in

                          paying for such stock by contributions, compensation

                          for services, or otherwise;

 

                                  (2)      the participation by any or all of

                          the employees, officers or directors of the

                          Corporation or of any subsidiaries in the profits of

                          the Corporation or of any branch, division or

                          subsidiary thereof, as part of the Corporation's

                          legitimate expenses; and

 

                                  (3)      the furnishing to any or all of the

                          employees, officers or directors of the Corporation

                          or of any subsidiaries, at the expense, wholly or in

                          part, of the Corporation, of insurance against

                          accident, sickness, death, disability, unemployment

                          or other calamity or liability, pension or retirement

                          benefits, education, or other services and protection

                          for their relief or general welfare;

 

                          (i)     From time to time to authorize and issue

                 obligations of the Corporation, secured or unsecured, to

                 include therein such covenants and restrictions and such

                 provisions as to redeemability, subordination, convertibility

                 or otherwise, and with such maturities, as the Board in its

                 sole discretion may determine, and to authorize the mortgaging

                 or pledging, as security therefor, of any part or all of the

                 property of the Corporation, real or personal, including

                 after-acquired property.

 

                 NINTH:  No holder of any stock or other security of the

Corporation of any class now or hereafter authorized shall, as such holder, be

entitled as of right or have any preemptive right to purchase any shares of

capital stock of the Corporation now or hereafter authorized, or any securities

or other instruments evidencing the right to acquire any shares of capital

stock of the Corporation, whether such shares or securities or instruments be

unissued, or issued and thereafter acquired by the Corporation.

 

                 TENTH:  No contract or other transaction between this

Corporation and any other corporation, and no act of this Corporation, shall in

any way be affected or invalidated by the fact that any of the directors of

this Corporation are pecuniarily or otherwise interested in or are directors or

officers of such other corporation; any director individually or any firm of

which any director may be a member may be a party to or may be pecuniarily or

otherwise interested in any contract or transaction of this Corporation,

provided that the fact that he or such firm is so interested shall be disclosed

or shall have been known to the Board of Directors or a majority thereof; and

any director of this Corporation who is also a director or officer of such

other corporation or who is so interested may be counted in determining the

existence of a quorum at any meeting of the Board of Directors of this

Corporation which shall authorize any such contract or transaction and may vote

thereat to authorize any such contract or transaction with like force and

effect as if he were not such director or officer of such other corporation or

so interested.

 

                 ELEVENTH:  From time to time any of the provisions of this

Certificate of Incorporation may be amended, altered or repealed, and other

provisions authorized by the laws of the State of New Jersey at the time in

force may be added or inserted in the manner and at the time prescribed or

permitted by said laws; and all rights at any time conferred upon the

stockholders of the Corporation by this Certificate of Incorporation are

granted subject to the provisions of this Article  ELEVENTH.

 

                 TWELFTH:

 

                 SECTION A.  A Director or Officer of the Corporation shall not

be personally liable to the Corporation or its stockholders for damages for

breach of any duty owed to the Corporation or its stockholders, except for

liability for any breach of duty based upon an act or omission (i) in breach of

such Director's or Officer's duty of loyalty to the Corporation or

stockholders, (ii) not in good faith or involving a knowing violation of law or

(iii) resulting in receipt by such Director or Officer of an improper personal

benefit.  The provisions of this section shall be effective as and to the

fullest extent that, in whole or in part, they shall be authorized or permitted

by the laws of the State of New Jersey.  No repeal or modification of the

foregoing provisions of this Section A nor, to the fullest extent permitted by

law, any modification of law shall adversely affect any right or protection of

a Director or Officer of the Corporation which exists at the time of such

repeal or modification.

 

                 SECTION B.

 

                 l.  As used in this Section B:

 

                          (a) "corporate agent" means any person who is or was

                 a director, officer of employee of the Corporation and any

                 person who is or was a director, officer, trustee or employee

                 of any other enterprise, serving, or continuing to serve, as

                 such at the written request of the Corporation, signed by the

                 Chairman or the President or pursuant to a resolution of the

                 Board of Directors, or the legal representative of any such

                 person;

 

                          (b) "other enterprise" means any domestic or foreign

                 corporation, other than the Corporation, and any partnership,

                 joint venture, sole proprietorship, trust, employee benefit

                 plan or other enterprise, whether or not for profit, served by

                 a corporate agent;

 

                          (c) "expenses" means reasonable costs, disbursements

                 and counsel fees;

 

                          (d) "liabilities" means amounts paid or incurred in

                 satisfaction of settlements, judgments, fines and penalties;

 

                          (e) "proceeding" means any pending, threatened or

                 completed civil, criminal, administrative or arbitrative

                 action, suit or proceeding, and any appeal therein and any

                 inquiry or investigation which could lead to such action, suit

                 or proceeding, and shall include any proceeding as so

                 defined existing at or before, and any proceedings relating to

                 facts occurring or circumstances existing at or before, the

                 adoption of this Section B.

 

                 2.  Each corporate agent shall be indemnified by the

Corporation against his expenses and liabilities in connection with any

proceeding involving the corporate agent by reason of his having been such

corporate agent to the fullest extent permitted by applicable law as the same

exists or may hereafter be amended or modified.  The right to indemnification

conferred by this paragraph 2 shall also include the right to be paid by the

Corporation the expenses incurred in connection with any such proceeding in

advance of its final disposition to the fullest extent authorized by applicable

law as the same exists or may hereafter be amended or modified.  The right to

indemnification conferred in this paragraph 2 shall be a contract right.

 

                 3.  The Corporation may purchase and maintain insurance on

behalf of any corporate agent against any expenses incurred in any proceeding

and any liabilities asserted against him by reason of his having been a

corporate agent, whether or not the corporation would have the power to

indemnify him against such expenses and liabilities under applicable law as the

same exists or may hereafter be amended or modified.  The Corporation may

purchase such insurance from, or such insurance may be reinsured in whole or in

part by, an insurer owned by or otherwise affiliated with the Corporation,

whether or not such insurer does business with other insureds.

 

                 The rights and authority conferred in this Section B shall not

exclude any other right to which any person may be entitled under this

Certificate of Incorporation, the By-Laws, any agreement, vote of stockholders

or otherwise.  No repeal or modification of the foregoing provisions of this

Section B nor, to the fullest extent permitted by law, any modification of law,

shall adversely affect any right or protection of a corporate agent which

exists at the time of such repeal or modification.

 

                 IN WITNESS WHEREOF, The Chubb Corporation has executed this

Restated Certificate of Incorporation under its seal and the hand of its

Chairman, attested by its Vice President and Secretary, on this 1st day of May,

1996.

 

                                          THE CHUBB CORPORATION

Attest:                                 

                                        

                                          By:  /s/ Dean R. O'Hare           

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

                                                      Dean R. O'Hare

                                                         Chairman

By: /s/ Henry G. Gulick                      

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

         Henry G. Gulick                

    Vice President and Secretary        

 

                            CERTIFICATE OF ADOPTION

                                     OF THE

                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                             THE CHUBB CORPORATION

 

 

 

                 The undersigned, on behalf of THE CHUBB CORPORATION, does

hereby certify that:

 

                 1.       The name of the corporation is THE CHUBB CORPORATION.

 

                 2.       The RESTATED CERTIFICATE OF INCORPORATION OF THE

CHUBB CORPORATION attached hereto was duly adopted by the Board of Directors,

pursuant to Section 14A:9-5(2) of The New Jersey Business Corporation Act, at a

meeting duly convened and held on March 1, 1996.

 

                 3.       This RESTATED CERTIFICATE OF INCORPORATION OF THE

CHUBB CORPORATION only restates and integrates but does not substantively amend

the provisions of the Certificate of Incorporation of THE CHUBB CORPORATION as

heretofore amended.

 

                 IN WITNESS WHEREOF, THE CHUBB CORPORATION has made this

Certificate under its seal and the hand of its Chairman, attested by its Vice

President and Secretary, on the 1st day of May, 1996.

 

 

                                            THE CHUBB CORPORATION

Attest:                                    

                                          

                                            By: /s/ Dean R. O'Hare         

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

                                                     Dean R. O'Hare

                                                        Chairman

                                          

By: /s/ Henry G. Gulick                       

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

         Henry G. Gulick

    Vice President and Secretary

 

 

 

CERTIFICATE OF AMENDMENT
TO THE RESTATED CERTIFICATE OF INCORPORATION

OF

THE CHUBB CORPORATION

Pursuant to Sections 14A:9-2(4) and 14A:9-4(3) 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 Board of Directors of The Chubb Corporation, a New Jersey corporation (hereinafter called the “Corporation”), at a meeting duly convened and held on March 2, 2007, at which a quorum was present and acting throughout, did approve and authorize this amendment to the Corporation’s Restated Certificate of Incorporation.

     

THIRD: That the shareholders of the Corporation, at a meeting duly convened and held on April 24, 2007, at which a quorum was present and acting throughout (the “Shareholder Meeting”), did approve and authorize this amendment to the Corporation’s Restated Certificate of Incorporation.

     

FOURTH: That 407,355,123 shares of the Corporation’s common stock, par value $1.00 per share (the “Common Stock”), were entitled to vote on this Amendment at the Shareholder Meeting.

     

FIFTH: That the holders of 331,826,142 shares of Common Stock voted for this Amendment and the holders of 23,067,105 shares of Common Stock voted against this amendment.

     

SIXTH: That the existing paragraph of Article SEVENTH is hereby redesignated as Article SEVENTH, clause (a) and there be added to Article SEVENTH a new clause (b) to read in its entirety as follows:

(b) Except as otherwise required by law, directors shall be elected by the affirmative vote of a majority of the votes cast in person or by proxy (counting as cast for such purpose those shares in respect of which votes are “withheld” pursuant to Rule 14a-4(b)(2) of the proxy solicitation rules and regulations promulgated under the Securities Exchange Act of 1934, as amended), at a meeting at which a quorum is present, unless the number of nominees exceeds the number of directors to be elected, in which case, directors shall be elected by a plurality of the votes cast in person or by proxy at the meeting at which a quorum is present. In the event that a director nominee fails to receive a majority of the votes cast in an election where the number of nominees equals the number of directors to be elected, the Board of Directors may decrease the number of directors, fill the vacancy, or take other appropriate action.

    

 SEVENTH: That the foregoing amendment shall be effective on and as of April 26, 2007.

 

     IN WITNESS WHEREOF, The Chubb Corporation has caused its corporate seal to be hereunto affixed and this Amendment to be signed by its Chairman, President and Chief Executive Officer, John D. Finnegan, and attested by its Secretary, W. Andrew Macan, this 26th day of April, 2007.

 

 

 

 

 

 

 

 

 

/s/ John D. Finnegan  

 

 

Chairman, President and Chief 

 

 

Executive Officer 

 

 

 

 

 

 

Attest:

 

 

 

 

 

/s/ W. Andrew Macan

 

 

 

Secretary