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CERTIFICATE OF AMENDMENT
TO THE RESTATED CERTIFICATE OF INCORPORATION
SERIES B PARTICIPATING CUMULATIVE PREFERRED STOCK
of
THE CHUBB CORPORATION
Pursuant to Section 14A:7-2(4) of the
New Jersey Business Corporation Act
The undersigned DOES HEREBY CERTIFY:
FIRST: That the name of the corporation is THE CHUBB CORPORATION.
SECOND: That the following resolution was duly adopted by the Board of
Directors of The Chubb Corporation, a New Jersey corporation (hereinafter called
the "CORPORATION"), at a meeting duly convened and held on March 12, 1999, at
which a quorum was present and acting throughout:
RESOLVED: That pursuant to the Restated Certificate of Incorporation of the
Corporation, as amended (hereinafter called the "CERTIFICATE OF INCORPORATION"),
the By-Laws of the Corporation and the New Jersey Business Corporation Act, the
Board of Directors hereby creates a series of authorized Preferred Stock of the
Corporation, designated as "Series B Participating Cumulative Preferred Stock",
and hereby amends the Certificate of Incorporation by deleting Section B-1
thereof and by adding the following Section B-1 immediately following Section B
of Article Fourth of the Certificate of Incorporation so that the designation
and the relative voting, dividend, liquidation, conversion and other rights,
preferences and limitations of such shares, in addition to those set forth in
Section B of the Certificate of Incorporation, are as follows:
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Section B-2. Provisions Relating to Series B Participating Cumulative
Preferred Stock.
1. Designation and Amount. The shares of such series shall be designated as
"SERIES B PARTICIPATING CUMULATIVE PREFERRED STOCK" and the number of shares
constituting such series shall be 300,000.
2. Dividends and Distributions.
(A) Subject to the prior and superior rights of the holders of any shares
of any series of Preferred Stock ranking prior and superior to the Series B
Participating Cumulative Preferred Stock with respect to dividends, the holders
of shares of Series B Participating Cumulative Preferred Stock, in preference to
the shares of Common Stock, par value $1 per share, of the Company (the "COMMON
STOCK"), and any other stock of the Company junior to the Series B Participating
Cumulative Preferred Stock with respect to dividends, shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on March 15, June
15, September 15 and December 15 in each year (each such date being referred to
herein as a "QUARTERLY DIVIDEND PAYMENT DATE"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or fraction
of a share of Series B Participating Cumulative Preferred Stock, in an amount
per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b)
subject to the provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times the aggregate
per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series B Participating Cumulative Preferred Stock. In the event the
Company shall at any time after March 12, 1999 (the "RIGHTS DECLARATION DATE")
(i) declare or pay any dividend on Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount to which holders of shares of Series B Participating Cumulative
Preferred Stock were entitled immediately prior to such event under clause (b)
of the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the
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denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) Subject to the provisions of paragraph 17 of Section B of this Article
Fourth, the Company shall declare a dividend or distribution on the Series B
Participating Cumulative Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the
Series B Participating Cumulative Preferred Stock shall nevertheless be payable
on such subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on outstanding shares
of Series B Participating Cumulative Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series B
Participating Cumulative Preferred Stock, unless the date of issue of such
shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series B Participating Cumulative Preferred Stock entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall
not bear interest. Dividends paid on the shares of Series B Participating
Cumulative Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of holders of
shares of Series B Participating Cumulative Preferred Stock entitled to receive
payment of a dividend or distribution declared thereon, which record date shall
be no more than 60 days prior to the date fixed for the payment thereof.
3. Voting Rights. In addition to any other voting rights required by law,
the holders of shares of Series B Participating Cumulative Preferred Stock shall
have only the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth, each
share of Series B Participating Cumulative Preferred Stock shall entitle the
holder thereof to one vote on all matters submitted to a vote of the
shareholders of the Company, and each fractional share of Series B Participating
Cumulative
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Preferred Stock shall entitle the holder thereof to a pro rata fractional vote.
In the event the Company shall at any time after the Rights Declaration Date (i)
declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the number of
votes per share to which holders of shares of Series B Participating Cumulative
Preferred Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) Except as otherwise provided herein or by law, the holders of shares of
Series B Participating Cumulative Preferred Stock and the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a vote
of stockholders of the Company.
(C) (i) If at any time dividends on any Series B Participating Cumulative
Preferred Stock shall be in arrears in an amount equal to six quarterly
dividends thereon, the occurrence of such contingency shall mark the beginning
of a period (herein called a "DEFAULT PERIOD") which shall extend until such
time when all accrued and unpaid dividends for all previous quarterly dividend
periods and for the current quarterly dividend period on all shares of Series B
Participating Cumulative Preferred Stock then outstanding shall have been
declared and paid or set apart for payment. During each default period, all
holders of Preferred Stock (including holders of the Series B Participating
Cumulative Preferred Stock) with dividends in arrears in an amount equal to six
quarterly dividends thereon, voting as a class, irrespective of series, shall
have the right to elect two Directors.
(ii) During any default period, such voting right of the holders of Series
B Participating Cumulative Preferred Stock may be exercised initially at a
special meeting called pursuant to sub-paragraph (iii) of this paragraph 3(C) or
at any annual meeting of stockholders, and thereafter at annual meetings of
stockholders, provided that neither such voting right nor the right of the
holders of any other series of Preferred Stock, if any, to increase, in certain
cases, the authorized number of Directors shall be exercised unless the holders
of 33-1/3 percent in number of shares of Preferred Stock outstanding shall be
present in person or by proxy. The absence of a quorum of the holders of Common
Stock shall not affect the exercise by the holders of Preferred Stock of such
voting right. At any meeting at which the holders of Preferred Stock shall
exercise such voting right initially during an existing default period, they
shall have the right, voting as a class, to elect Directors to fill such
vacancies, if any, in the Board of Directors as may then exist up to two
Directors or, if such right is exercised at an annual
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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
B Participating Cumulative Preferred Stock.
(iii) Unless the holders of Preferred Stock shall, during an existing
default period, have previously exercised their right to elect Directors, the
Board of Directors may order, or any stockholder or stockholders owning in the
aggregate not less than ten percent of the total number of shares of Preferred
Stock outstanding, irrespective of series, may request, the calling of special
meeting of the holders of Preferred Stock, which meeting shall thereupon be
called by the President, a Vice-President or the Secretary of the Corporation.
Notice of such meeting and of any annual meeting at which holders of Preferred
Stock are entitled to vote pursuant to this sub-paragraph (C)(iii) shall be
given to each holder of record of Preferred Stock by mailing a copy of such
notice to him at his last address as the same appears on the books of the
Corporation. Such meeting shall be called for a time not earlier than 20 days
and not later than 60 days after such order or request or in default of the
calling of such meeting within 60 days after such order or request, such meeting
may be called on similar notice by any stockholder or stockholders owning in the
aggregate not less than ten percent of the total number of shares of Series B
Participating Cumulative Preferred Stock outstanding. Notwithstanding the
provisions of this sub-paragraph (C)(iii), no such special meeting shall be
called during the period within 90 days immediately preceding the date fixed for
the next annual meeting of the stockholders.
(iv) In any default period, the holders of Common Stock, and other classes
of stock of the Corporation if applicable, shall continue to be entitled to
elect the whole number of Directors until the holders of Preferred Stock shall
have exercised their right to elect two (2) Directors voting as a class, after
the exercise of which right (x) the Directors so elected by the holders of
Preferred Stock shall continue in office until their successors shall have been
elected by such holders or until the expiration of the default period, and (y)
any vacancy in the Board of Directors may (except as provided in sub-paragraph
(C)(ii) of this paragraph 3) be filled by vote of a majority of the remaining
Directors theretofore elected by the holders of the class of stock which elected
the Director whose office shall have become vacant.
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(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 B Participating
Cumulative Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of Common Stock as set forth herein) for taking any corporate action.
4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or distributions
payable on the Series B Participating Cumulative Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid dividends
and distributions, whether or not declared, on shares of Series B Participating
Cumulative Preferred Stock outstanding shall have been paid in full or set aside
for payment, the Company shall not:
declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any shares of
stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series B Participating Cumulative
Preferred Stock;
declare or pay dividends on or make any other distributions on any
shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series B Participating
Cumulative Preferred Stock, except dividends paid ratably on the Series B
Participating Cumulative Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to
which the holders of all such shares are then entitled;
redeem or purchase or otherwise acquire for consideration shares of
any stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series B Participating Cumulative
Preferred Stock, provided that the Company may at any time
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redeem, purchase or otherwise acquire shares of any such parity stock in
exchange for shares of any stock of the Company ranking junior (either as
to dividends or upon dissolution, liquidation or winding up) to the Series
B Participating Cumulative Preferred Stock; or
purchase or otherwise acquire for consideration any shares of Series B
Participating Cumulative Preferred Stock, or any shares of stock ranking on
a parity with the Series B Participating Cumulative Preferred Stock, except
in accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such shares upon
such terms as the Board of Directors, after consideration of the respective
annual dividend rates and other relative rights and preferences of the
respective Series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or classes.
(B) The Company shall not permit any subsidiary of the Company to purchase
or otherwise acquire for consideration any shares of stock of the Company unless
the Company could, under paragraph (A) of this Section 4, purchase or otherwise
acquire such shares at such time and in such manner.
5. Reacquired Shares. Any shares of Series B Participating Cumulative
Preferred Stock purchased or otherwise acquired by the Company in any manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.
All such shares shall upon their cancellation become authorized but unissued
shares of Preferred Stock and may be reissued as part of a new series of
Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth in
the Certificate of Incorporation.
6. Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Company, no distribution shall be made (1) to
the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series B Participating Cumulative
Preferred Stock unless, prior thereto, the holders of shares of Series B
Participating Cumulative Preferred Stock shall have received $100.00 per share,
plus an amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment, provided that the holders
of shares of Series B Participating Cumulative Preferred Stock shall be entitled
to receive an aggregate amount per share, subject to the provision for
adjustment hereinafter set forth, of not less than 1000 times the aggregate
amount to be distributed per share to holders of Common Stock, or (2) to the
holders of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or
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winding up) with the Series B Participating Cumulative Preferred Stock, except
distributions made ratably on the Series B Participating Cumulative Preferred
Stock and all other such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Company shall at any time after the
Rights Declaration Date declare or pay any dividend on Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the aggregate amount to
which holders of shares of Series B Participating Cumulative Preferred Stock
were entitled immediately prior to such event under the proviso in clause (1) of
the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.
7. Consolidation, Merger, etc. In case the Company shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case the shares of Series B
Participating Cumulative Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to 1000 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Company shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series B Participating Cumulative Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
8. No Redemption. The shares of Series B Participating Cumulative Preferred
Stock shall not be redeemable.
9. Rank. The Series B Participating Cumulative Preferred Stock shall rank
junior with respect to payment of dividends and on liquidation to all other
series of the Company's preferred stock outstanding on the date hereof and to
all
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such other series that may be issued after the date hereof except to the extent
that any such other series specifically provides that it shall rank junior to
the Series B Participating Cumulative Preferred Stock.
10. Amendment. The Restated Certificate of Incorporation of the Corporation
shall not be amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series B Participating Cumulative
Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of at least a majority of the outstanding shares of Series B
Participating Cumulative Preferred Stock, voting separately as a class.
11. Fractional Shares. Series B Participating Cumulative Preferred Stock
may be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights, to
receive dividends thereon, and to participate in any distribution of assets and
to have the benefit of all other rights of holders of Series B Participating
Cumulative Preferred Stock.
THIRD: That the Restated Certificate of Incorporation of the Corporation,
as amended, is amended so that the designation and number of shares of Series B
Participating Cumulative Preferred Stock acted upon in the foregoing
resolutions, and the relative rights, preferences and limitations of such series
of authorized preferred stock, are as stated in said resolutions.
IN WITNESS WHEREOF, The Chubb Corporation has caused its corporate seal to
be hereunto affixed and this Amendment to be signed by its Chairman, Dean R.
O'Hare, and attested by its Secretary, Henry G. Gulick, this 12 day of March,
1999.
/s/ Dean R. O'Hare
-----------------------
Chairman
Attest:
/s/ Henry G. Gulick
- ----------------------
Secretary
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/x/ Title 14A:1-6 (5) New Jersey Business Corporation Act (File in DUPLICATE)
/ / Title 15A:1-7 (e) New Jersey Nonprofit Corporation Act (File in TRIPLICATE)
CERTIFICATE OF CORRECTION OF:
Corporation Name: The Chubb Corporation
Corporation Number: 13-2595722 (IRS Employer Identification No.)
(For use by Domestic, Foreign, Profit and Nonprofit Corporations)
The undersigned hereby submits for filing a Certificate of Correction
executed on behalf of the above name Corporation, pursuant to the provisions of
the appropriate Statute, checked above, of the New Jersey Statutes.
1. The Certificate to be corrected is:
Certificate of Amendment to Restated Certificate Date Filed: March 15, 1999
of Incorporation
2. The inaccuracy in the Certificate is (indicated inaccuracy or defect):
RESOLVED: That pursuant to the Restated Certificate of Incorporation of the
Corporation, as amended (hereinafter called the "CERTIFICATE OF
INCORPORATION"), the By-Laws of the Corporation and the New Jersey Business
Corporation Act, the Board of Directors hereby creates a series of
authorized Preferred Stock of the Corporation, designated as "Series B
Participating Cumulative Preferred Stock", and hereby amends the
Certificate of Incorporation by deleting Section B-1 thereof and by adding
the following Section B-1 immediately following Section B of Article Fourth
of the Certificate of Incorporation so that the designation and the
relative voting, dividend, liquidation, conversion and other rights,
preferences and limitations of such shares, in addition to those set forth
in Section B of the Certificate of Incorporation, are as follows:
3. The Certificate of Correction hereby reads as follows:
RESOLVED: That pursuant to the Restated Certificate of Incorporation of the
Corporation, as amended (hereinafter called the "CERTIFICATE OF
INCORPORATION"), the By-Laws of the Corporation and the New Jersey Business
Corporation Act, the Board of Directors hereby creates a series of
authorized Preferred Stock of the Corporation, designated as "Series B
Participating Cumulative Preferred Stock", and hereby amends, effective as
of March 31, 1999, the Certificate of Incorporation by deleting Section B-1
thereof and by adding the following Section B-1 immediately following
Section B of Article Fourth of the Certificate of Incorporation so that the
designation and the relative voting, dividend, liquidation, conversion and
other rights, preferences and limitations of such shares, in addition to
those set forth in Section B of the Certificate of Incorporation, are as
follows:
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IN WITNESS WHEREOF, the undersigned Corporation has caused this Certificate
to be executed on its behalf by its duly authorized officer on the 18th day of
March, 1999.
THE CHUBB CORPORATION
By: /s/ John E. Wisinger
-----------------------------------------
Name: JOHN E. WISINGER
Title: VICE PRESIDENT & ASSOCIATE COUNSEL
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