CHUBB INA HOLDINGS INC.
Pursuant to Sections 1.2, 3.1 and 3.3 of the Indenture, dated as of August 1, 1999 (the Base Indenture), among Chubb INA Holdings Inc. (formerly known as ACE INA Holdings Inc.), as issuer (the Company), Chubb Limited (formerly known as ACE Limited), as guarantor (the Guarantor), and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A., as successor to J.P. Morgan Trust Company, National Association and The First National Bank of Chicago), as trustee (the Trustee), as supplemented by the First Supplemental Indenture, dated as of March 13, 2013 (the First Supplemental Indenture and, together with the Base Indenture, the Indenture), by and among the Company, the Guarantor and the Trustee, the undersigned, Mark Hammond, Senior Vice President and Chief Financial Officer of the Company, hereby certifies as follows:
I. The issuance of a series of Securities designated as 0.875% Senior Notes due 2027 in an aggregate principal amount of 575,000,000 (the 2027 Securities) has been approved and authorized in accordance with the provisions of the Indenture pursuant to resolutions duly adopted by the Board of Directors of the Company on October 15, 2015, August 13, 2018 and May 20, 2019. The terms of the 2027 Securities shall be as follows:
(a) The title of the 2027 Securities is 0.875% Senior Notes due 2027.
(b) The aggregate principal amount of 2027 Securities which may be authenticated and delivered under the Indenture is initially limited to 575,000,000, except for 2027 Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other 2027 Securities pursuant to Sections 3.4, 3.5, 3.6, 9.5 or 11.7 of the Indenture.
(c) The 2027 Securities shall initially be issued in book-entry form, in denominations of 100,000 or any amount in excess thereof which is an integral multiple of 1,000, and represented by one or more registered global Securities substantially in the form attached hereto as Exhibit A delivered to The Bank of New York Mellon, London Branch, as common depositary (the Common Depositary) for Clearstream Banking S.A. (Clearstream) and Euroclear Bank SA/NV (Euroclear), or a nominee of the Common Depositary, and recorded in the book-entry system maintained by the Common Depositary.
(d) The principal amount of the 2027 Securities shall be due and payable on June 15, 2027.
(e) The principal of the 2027 Securities shall bear interest from June 18, 2019 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, payable annually in arrears on June 15 of each year (each, an Interest Payment Date), commencing June 15, 2020, to the Persons in whose names the 2027 Securities (or one or more Predecessor 2027