UNDERWRITING AGREEMENT

Exhibit 1.1

EXECUTION VERSION

The Chubb Corporation

$600,000,000 5.75% Senior Notes due 2018

$600,000,000 6.50% Senior Notes due 2038

UNDERWRITING AGREEMENT

New York, New York
May 1, 2008

Citigroup Global Markets Inc.
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith

     Incorporated

As Representatives of the several Underwriters listed in Schedule I hereto
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

     Ladies and Gentlemen:

     The Chubb Corporation, a New Jersey corporation (the “ Company ”), proposes to sell to the several underwriters named in Schedule I hereto (the “ Underwriters ”), for whom the Underwriters named above are acting as Representatives, $600,000,000 principal amount of its 5.75% Senior Notes due 2018 (the “2018 Senior Notes”) and $600,000,000 principal amount of its 6.50% Senior Notes due 2038 (the “2038 Senior Notes”) identified in Schedule II hereto (collectively, the “ Securities ”), to be issued under an indenture dated as of October 25, 1989 (as supplemented, the “ Indenture ”), between the Company and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Trust Company, N.A., as successor to Bank One Trust Company, N.A. (formerly The First National Bank of Chicago)), as trustee (the “ Trustee ”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 1 hereof.

      Section 1. Definitions.

     As used herein, the following terms have the following meanings:

     “ Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

     “ Agreement ” mean this Underwriting Agreement.

     “ Base Prospectus ” means the base prospectus included in the Registration Statement, including all documents incorporated by reference therein as of the date of such Base Prospectus; and any reference to any amendment or supplement to such Base Prospectus shall be deemed to refer to and include any documents filed after the date of such Base Prospectus, under the Exchange Act, and incorporated by reference in such Base Prospectus.

     “ Business Day ” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

     “ Commission ” means the Securities and Exchange Commission.

     “ Effective Date ” means each date and time that the Registration Statement became or becomes effective, or any post-effective amendment thereto became or becomes effective.

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

     “ Execution Time ” means the date and time that this Agreement is executed and delivered by the parties hereto.

     “ Final Prospectus ” means the Base Prospectus and the final prospectus supplement relating to the Securities in the form first used to confirm sales of the Securities and filed with the Commission pursuant to Rule 424(b), including the documents incorporated by reference therein as of the date of such Final Prospectus; and any reference to any amendment or supplement to such Final Prospectus shall be deemed to refer to and include any documents filed after the date of such Final Prospectus, under the Exchange Act, and incorporated by reference in such Final Prospectus.

     “ Final Term Sheets ” means the final term sheets substantially in the form of Schedule II hereto.

     “ Free Writing Prospectus ” means a free writing prospectus, as defined in Rule 405.

     “ Issuer Free Writing Prospectus ” means an issuer free writing prospectus, as defined in Rule 433.

     “ Preliminary Prospectus ” means the Base Prospectus and any preliminary prospectus supplement to the Base Prospectus used in connection with the offer and sale of the Securities, including the documents incorporated by reference therein as of the date of such Preliminary Prospectus; and any reference to any amendment or supplement to such Preliminary Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus, under the Exchange Act, and incorporated by reference in such Preliminary Prospectus.

     “ Registration Statement ” means registration statement no. 333-141561 under the Act prepared by the Company covering, inter alia , the offer and sale of the Securities under this Agreement, including all exhibits thereto and the documents incorporated by reference in the Base Prospectus

contained in such registration statement and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date, and any post-effective amendments thereto.

     “ Rule 158, ” “ Rule 163, ” “ Rule 164, ” “ Rule 172, ” “ Rule 405, ” “ Rule 412, ” “ Rule 415, ” “ Rule 424, ” “ Rule 430B,” “ Rule 433, ” “ Rule 456 ” and “ Rule 457 ” refer to such rules under the Act.

     “ Securities ” means the 5.75% Senior Notes due 2018 and the 6.50% Senior Notes due 2038 identified in Schedule II to this Agreement.

     “ Time of Sale ” means 5:09 p.m., New York City time, on May 1, 2008.

     “ Time of Sale Information ” means the following information prepared by the Company in connection with the offering: (1) the Preliminary Prospectus used most recently prior to the Execution Time and (2) the Final Term Sheets, including all documents (including any Current Report on Form 8-K) incorporated therein by reference, whether any such incorporated document is filed before or after the document into which it is incorporated, so long as the incorporated document is filed before the Time of Sale.

     “ Trust Indenture Act ” means the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.

      Section 2. Purchase and Sale.

     Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, (a) at 98.456% of the principal amount thereof, the principal amount of the 2018 Senior Notes set forth opposite such Underwriter’s name in Schedule I hereto and (b) at 97.939% of the principal amount thereof, the principal amount of the 2038 Senior Notes set forth opposite such Underwriter’s name in Schedule I hereto.

      Section 3. Delivery and Payment.

     Delivery to the Underwriters of, and payment for, the Securities shall be made at the office of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York 10006, at 9:00 a.m., New York City time, on May 6, 2008 (the “Closing Date”). The place of closing for the Securities and the Closing Date may be varied by agreement between the Representatives and the Company.

     Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters directly or through the Representatives of the net purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

     It is understood that the Representatives, acting individually and not in a representative capacity, may (but shall not be obligated to) make payment to the Company on behalf of any other Underwriter for Securities to be purchased by such Underwriter. Any such payment by the Representatives shall not relieve any such Underwriter of any of its obligations hereunder.

     The Company shall pay to the Representatives on the Closing Date for the accounts of the Underwriters any fee, commission or other compensation specified in Schedule I hereto. Such payment will be made by wire transfer payable in same-day funds to an account specified by the Representatives.

      Section 4. Representations and Warranties of the Company.

     The Company represents and warrants, except as otherwise specified, (i) as of the Time of Sale and (ii) on and as of the Closing Date, that:

     (a) Each of the representations and warranties of the Company as set forth in Annex A hereto, which annex is incorporated by reference into this Section 4 as if fully set forth herein, is true and correct as if made on each of the dates specified above; provided that “Subsidiary” shall be deemed to include any subsidiaries of the Company that are, on each of the dates specified above, “significant subsidiaries” of the Company within the meaning of Regulation S-X.

     (b) The Commission has not issued a notice objecting to the use of the Registration Statement or an order preventing or suspending its use or the use of the Time of Sale Information and no proceedings for that purpose or pursuant to Section 8A of the Act against the Company or related to the Securities are pending before or, to the knowledge of the Company, threatened by the Commission.

     (c) The documents incorporated by reference in the Base Prospectus, the Preliminary Prospectus and the Final Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Preliminary Prospectus or the Final Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing sentence does not apply to (i) any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives or their counsel expressly for use in the Base Prospectus, the Preliminary Prospectus or the Final Prospectus, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof and (ii) any statement in such documents which does not constitute part of the Registration Statement, Base Prospectus, Preliminary Prospectus or Final Prospectus pursuant to Rule 412(c) under the Act.

     (d) The Registration Statement and the Preliminary Prospectus conform (and the Final Prospectus and any further amendments or supplements thereto, when they are filed with the Commission under Rule 424(b) will conform) in all material respects to the requirements of the Act, the Exchange Act and the Trust Indenture Act, and (i) the Registration Statement (and any amendment or supplement thereto) as of each Effective Date and as of the Execution Time did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; (ii) on each Effective Date and on the Closing Date the Indenture did or will comply in all material respects with the applicable requirements of the Trust Indenture Act; and (iii) as of its date and on the Closing Date, the Final Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were

made, not misleading; provided , however , that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee, (ii) the information contained in or omitted from the Registration Statement, the Base Prospectus, the Preliminary Prospectus or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by the Underwriters through the Representatives or their counsel specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof, or (iii) any statement which does not constitute part of the Registration Statement (and any amendment or supplement thereto) pursuant to Rule 412(c) under the Act.

     (e) As of the Time of Sale, the Time of Sale Information does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Time of Sale Information in reliance and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives or their counsel specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof or to any statement which does not constitute part of the Time of Sale Information pursuant to Rule 412(c) under the Act.

     (f) This Agreement has been duly authorized, executed and delivered by the Company.

      Section 5. Covenants of the Company.

     The Company covenants and agrees with the several Underwriters as follows:

     (a) to cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing;

     (b) to prepare Final Term Sheets and to file such Final Term Sheets, each in a form approved by the Representatives, in compliance with Rule 433(d) under the Act;

     (c) to file promptly with the Commission any amendment to the Registration Statement, or the Final Prospectus or any supplement to the Final Prospectus that may, in the reasonable judgment of the Company or the Representatives, be required by the Act or requested by the Commission;

     (d) to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed and becomes automatically effective or any supplement to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Underwriters with copies thereof;

     (e) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Final Prospectus and for so long as the delivery of a Final Prospectus is required in connection with the offering or sale of the Securities (including in circumstances where such requirement may be satisfied pursuant to Rule 172);

     (f) to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of (i) any notice objecting to the use of the Registration Statement, (ii) any stop order or any order preventing or suspending the use of the Registration Statement or the Final Prospectus, (iii) the suspension of the qualification of any of the Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (iv) any request by the Commission for the amending or supplementing of the Registration Statement or the Final Prospectus or for additional information, and, in the event of the issuance of any notice objecting to the use of the Registration Statement, any stop order, any order preventing or suspending the use of the Registration Statement or any Final Prospectus or suspending any such qualification of the Securities, to use promptly its best efforts to obtain its withdrawal;

     (g) if, at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Time of Sale Information would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company will (i) notify promptly the Representatives so that any use of the Time of Sale Information may cease until it is amended or supplemented; (ii) amend or supplement the Time of Sale Information to correct such statement or omission; and (iii) supply any amendment or supplement to the Underwriters in such quantities as each may reasonably request;

     (h) if, at any time when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder for this offering of the Securities, including in connection with the use or delivery of the Final Prospectus, the Company promptly will (i) notify the Representatives of any such event, (ii) prepare and file with the Commission, subject to paragraph 1 of Annex A, an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance, (iii) use its reasonable best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus and (iv) supply any supplemented Final Prospectus to the Underwriters in such quantities as each may reasonably request;

     (i) the Company will furnish to the Representatives, without charge, electronic copies of the Registration Statement (including exhibits thereto) and to each other Underwriter an electronic copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus and the Final Prospectus and any supplement thereto as the Representative may reasonably request;

     (j) other than the Base Prospectus, any Preliminary Prospectus, the Final Term Sheets, the Final Prospectus, or any document not constituting a prospectus under Section 2(a)(10)(a) of the Act or Rule 134, the Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to, any “written communication” (as defined in Rule 405 of the Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities, unless such written communication is approved in writing in advance by the Representatives. To the extent any such written communication constitutes an Issuer Free Writing Prospectus, such Issuer Free Writing Prospectus does not include any information that conflicts with information contained in the Registration Statement

(including any document that has been incorporated by reference therein that has not been superseded or modified), complied or will comply in all material respects with the requirements of Rule 433(c) and, if the filing thereof is required pursuant to Rule 433, such filing has been or will be made in the manner and within the time period required by Rule 433(d);

     (k) prior to filing with the Commission (i) any amendment to the Registration Statement or supplement to the Final Prospectus or (ii) any Preliminary Prospectus pursuant to Rule 424(b) under the Act, to furnish a copy thereof to the Underwriters and counsel to the Underwriters; and not to file any such amendment or supplement that shall be reasonably disapproved by the Representatives promptly after reasonable notice;

     (l) as soon as practicable, to make “generally available to its security holders” an “earnings statement” of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder (including, at the option of the Company, Rule 158). The terms “generally available to its security holders” and “earnings statement” shall have the meanings set forth in Rule 158;

     (m) to take such action as the Representatives may reasonably request in order to qualify the Securities for offer and sale under the securities or “blue sky” laws of such jurisdictions as the Underwriters may reasonably request; provided that in no event shall the Company be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or subject itself to taxation in any such jurisdiction if it is not otherwise so subject;

     (n) to pay: (i) the costs incident to the preparation and printing of the Registration Statement, the Preliminary Prospectus, the Final Prospectus, the Time of Sale Information and any amendments or supplements thereto; (ii) the costs of distributing the Registration Statement, the Preliminary Prospectus, the Final Prospectus and the Time of Sale Information and any amendments or supplements thereto; (iii) any fees and expenses of qualifying the Securities under the securities laws of the several jurisdictions as provided in Section 5(m) and of preparing, printing and distributing a “blue sky memorandum,” if any (including any related fees and expenses of counsel to the Underwriters); and (iv) all other costs and expenses reasonably incurred by the Company incident to the performance of the obligations of the Company hereunder; and

     (o) to furnish the Representatives with such information and documents as the Underwriters may reasonably request in connection with the transactions contemplated hereby, and to make reasonably available to the Underwriters and any accountant, attorney or other advisor retained by the Underwriters such information that parties would customarily require in connection with a due diligence investigation conducted in accordance with applicable securities laws and to cause the Company’s officers, directors, employees and accountants to participate in all such discussions and to supply all such information reasonably requested by any such Person in connection with such investigation.

      Section 6. Representations, Warranties and Agreements of the Underwriters.

     The Underwriters represent, warrant and agree that, except for the information contained in the Final Term Sheets and any Issuer Free Writing Prospectus approved in writing in advance by the Representatives pursuant to Section 5(j), they have not made and will not make, unless approved in writing in advance by the Company, any offer relating to the Securities that would constitute a Free Writing Prospectus that would be required to be filed with the Commission.

      Section 7. Conditions to the Underwriters’ Obligations.

     The obligations of the Underwriters to purchase the Securities shall be subject to the following conditions:

     (a) The Final Prospectus and the Final Term Sheets shall have been timely filed with the Commission; no notice objecting to the use of the Registration Statement or stop order suspending its effectiveness or order preventing the use of the Time of Sale Information shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the Act against the Company or related to the offer and sale of the Securities are pending before or shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement, the Final Prospectus or the Time of Sale Information or otherwise shall have been complied with.

     (b) (1) Trading generally shall not have been suspended or materially limited on the New York Stock Exchange, (2) trading of any securities of the Company shall not have been materially suspended or limited on the New York Stock Exchange, (3) a general moratorium on commercial banking activities in New York shall not have been declared by either Federal or New York State authorities, and (4) there shall not have occurred a material adverse change in the financial markets, any outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or other calamity or crisis, if the effect of any such event specified in this clause (4) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offer and sale of the Securities or the delivery of the Securities on the terms and in the manner contemplated herein.

     (c) The representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the Execution Time and the Closing Date, and the Company shall have performed in all material respects all covenants and agreements contained herein to be performed on their part at or prior to the Execution Time and the Closing Date, as applicable.

     (d) The Company shall have furnished to the Underwriters a certificate, dated the Closing Date, of either the Chief Executive Officer or the Chief Financial Officer and the Treasurer satisfactory to the Underwriters stating that: (1) the representations and warranties of the Company contained or incorporated by reference in Section 4 are true and correct in all material respects on and as of the Closing Date and the Company has performed in all material respects all covenants and agreements contained herein to be performed on its part at or prior to such Closing Date; (2) no order suspending the effectiveness of the Registration Statement or prohibiting the offer or sale of the Securities is in effect, and no proceedings for such purpose are pending before or, to the knowledge of such officers, threatened by the Commission; and (3) since the date of the most recent financial statements included or incorporated by reference in the Time of Sale Information and the Final Prospectus (exclusive of any supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Time of Sale Information and the Final Prospectus.

     (e) On the date of this Agreement and on the Closing Date, the Underwriters shall have received a letter addressed to the Representatives and dated such respective dates, in form and substance satisfactory to the Representatives, of Ernst & Young LLP, the independent registered public accounting firm of the Company, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and schedules and certain financial information contained in or incorporated by reference in the Time of Sale Information

and the Final Prospectus; provided that the letter delivered on such Closing Date shall use a “cut-off” date no more than three business days prior to such Closing Date.

     (f) (1) W. Andrew Macan, Corporate Counsel to the Company shall have furnished to the Underwriters his opinion, addressed to the Representatives and dated the Closing Date, in form and substance reasonably satisfactory to the Representatives, substantially in the form attached as Exhibit A; and (2) Paul, Weiss, Rifkind, Wharton & Garrison, LLP, counsel for the Company shall have furnished to the Underwriters its opinion, addressed to the Representatives and dated the Closing Date, in form and substance reasonably satisfactory to the Representatives, substantially in the form attached as Exhibit B; provided that insofar as such opinion involves factual matters, such counsel may rely, to the extent such counsel deems proper, upon certificates of officers of the Company, its subsidiaries and of public officials.

     (g) Cleary Gottlieb Steen & Hamilton LLP, counsel for the Underwriters, shall have furnished to the Underwriters its opinion, addressed to the Representatives and dated the Closing Date, in form and substance satisfactory to the Representatives.

     (h) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate an improvement, in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Act.

     (i) On or prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.

     If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

     The documents required to be delivered by this Section 7 shall be delivered at the office of Cleary Gottlieb Steen & Hamilton LLP, counsel for the Underwriters, at One Liberty Plaza, New York, NY 10006, on the Closing Date.

      Section 8. Indemnification.

     (a) The Company will indemnify and hold harmless each Underwriter, the partners, directors and officers of each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which the Underwriters or any of them may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Final Prospectus, or any amendment or supplement thereto, or any related Preliminary Prospectus or preliminary prospectus supplement, or the Time of Sale Information, any Issuer Free Writing Prospectus, any company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will

reimburse each such indemnified party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such losses, claims, damages, liabilities or action as such expenses are incurred; provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

     (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Final Prospectus or any amendment or supplement thereto, or any related Preliminary Prospectus or preliminary prospectus supplement, or the Time of Sale Information, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. The Company acknowledges that the statements set forth (i) in the last paragraph of the cover page regarding delivery of the Securities and (ii) under the heading “Underwriting”, (A) the sentences related to concessions and reallowances and (B) the sentences related to stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus.

     (c) Promptly after receipt by an indemnified party under this section of n