Offer Update

RNS Number:0238O
United Technologies Corporation
28 July 2003


Not for release, publication or distribution in, into or from Australia, Canada
or Japan

                                                                    28 July 2003


                        United Technologies Corporation


                      Recommended Cash Offer for Chubb plc


                  Offer declared unconditional in all respects


United Technologies Corporation ("UTC") announces that the recommended cash
offer (the "Offer") made outside the United States by UBS Investment Bank and
JPMorgan on behalf of Ceesail Limited (the "Offeror"), a wholly-owned subsidiary
of UTC, and in the United States by the Offeror, for the entire issued and to be
issued share capital of Chubb plc ("Chubb"), as set out in the offer document
dated 18 June 2003 (the "Offer Document"), is declared unconditional in all
respects and will remain open for acceptance until further notice.

As at 4.00 p.m. on 25 July 2003, the Offeror had acquired or agreed to acquire,
or received valid acceptances under the Offer in respect of, in aggregate,
465,058,399 Chubb Shares, representing approximately 56.10 per cent. of the
existing issued share capital of Chubb.

As at 4.00 p.m. on 25 July 2003, valid acceptances of the Offer had been
received in respect of 381,987,409 Chubb Shares representing approximately 46.07
per cent. of the existing issued share capital of Chubb.

Prior to the commencement of the Offer Period on 16 April 2003, UTC held 500,000
Chubb Shares, representing approximately 0.06 per cent. of the existing issued
share capital of Chubb. During the Offer Period, the Offeror has acquired, or
agreed to acquire, in aggregate, 82,570,990 Chubb Shares, representing
approximately 9.96 per cent of the existing issued share capital of Chubb.

Prior to the announcement of the Offer on 11 June 2003, the Offeror had received
irrevocable undertakings to accept (or procure the acceptance of) the Offer from
the Chubb Directors in respect of their entire beneficial holdings of, in
aggregate, 101,538 Chubb Shares, representing in aggregate approximately 0.01
per cent. of the existing issued share capital of Chubb. Valid acceptances have
been received in respect of all the Chubb Shares subject to the irrevocable
undertakings and are included in the total number of valid acceptances referred
to above.

Save as disclosed in this announcement or the Offer Document, neither UTC nor
the Offeror, nor any persons acting or deemed to be acting in concert with UTC
or the Offeror, held any Chubb Shares (or rights over any Chubb Shares) prior to
the Offer Period and neither UTC nor the Offeror nor any persons acting or
deemed to be acting in concert with UTC or the Offeror, have acquired or agreed
to acquire any Chubb Shares (or rights over any Chubb Shares) since the
commencement of the Offer Period.

Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out in the Offer Document and in the Form
of Acceptance so as to be received as soon as possible.

Special Dividend

The Directors of Chubb announced on 11 June 2003 that Chubb Shareholders would
receive a special interim dividend (the "Special Dividend") of 1 pence per Chubb
Share after the Offer becomes or is declared unconditional in all respects. As
the Offer has now been declared unconditional in all respects, the Special
Dividend will be paid to all persons registered as holders of ordinary shares of
Chubb at the close of business today, 28 July 2003, with payment being made at
the time that the cash consideration under the Offer is first paid to
shareholders. Chubb Shares are expected to be marked ex-dividend on 31 July
2003.

Consideration

The consideration will be despatched by first class post on or before 11 August
2003 to Chubb Shareholders who have validly accepted the Offer on or before the
date of this announcement. Thereafter, consideration will be despatched to Chubb
Shareholders who validly accept the Offer, within 14 days of receipt of an
acceptance valid in all respects.

Delisting and Compulsory Acquisition

Application will be made to the UKLA for the cancellation of the listing of
Chubb Shares on the Official List and to the London Stock Exchange for the
cancellation of the admission to trading of Chubb Shares on the London Stock
Exchange, in each case expected to take effect from 27 August 2003, being 20
business days following the date of this announcement.

In addition, if sufficient acceptances are received, the Offeror intends to
implement the procedures set out in sections 428 to 430F of the Companies Act to
acquire compulsorily any outstanding Chubb Shares to which the Offer relates in
due course.



Enquiries:
UBS Investment Bank               Emma Goodrick            Tel: [phone]
                                  Leanne Gordon-Kagan      Tel: [phone]

JPMorgan                          Mark Breuer              Tel: [phone]
                                  Edward Banks             Tel: [phone]

Computershare Investor Services                            Tel: [phone]
(receiving agent)
                                                           (or [phone] 
                                                           if outside the UK)

Unless the context otherwise requires, defined terms used in this announcement
shall have the meanings given to them in the Offer Document.

This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. The full terms and conditions of the Offer
(including details of how the Offer may be accepted) are set out in the Offer
Document and the Form of Acceptance.

The availability of the Offer to Chubb Shareholders who are not resident in and
citizens of the United Kingdom or the United States may be affected by the laws
of the relevant jurisdictions in which they are located or of which they are
citizens. Such persons should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdictions.

Unless otherwise determined by UTC, the Offer is not being made, directly or
indirectly, in or into Australia, Canada, Japan or any jurisdiction where to do
so would constitute a breach of securities law in that jurisdiction, and the
Offer is not capable of acceptance from or within Australia, Canada, Japan or
any such other jurisdiction. Accordingly, copies of this announcement and any
related documents are not being, and must not be, directly or indirectly, mailed
or otherwise forwarded, distributed or sent in, into or from Australia, Canada,
Japan or any jurisdiction where to do so would constitute a breach of securities
laws in that jurisdiction, and persons receiving this announcement (including
custodians, nominees and trustees) must not mail or otherwise distribute or send
it in, into or from such jurisdictions as doing so may invalidate any purported
acceptance of the Offer.

Each of UBS Limited ("UBS Investment Bank") and J.P. Morgan plc ("JPMorgan") is
acting for UTC and the Offeror and no one else in connection with the Offer and
will not be responsible to anyone other than UTC and the Offeror for providing
the protections offered to clients respectively of UBS Investment Bank and
JPMorgan (as the case may be) nor for providing advice in relation to the Offer.




                      This information is provided by RNS
            The company news service from the London Stock Exchange
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