<PAGE>
                                                                     Exhibit 4.1











                        TRAVELERS PROPERTY CASUALTY CORP.

                                       TO

                                 CITIBANK, N.A.,

                                     Trustee

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


                        SENIOR DEBT SECURITIES INDENTURE

                           Dated as of March 11, 2003

                                 --------------
<PAGE>
                                Table of Contents

                                                                            PAGE

                                    ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 1.1    Definitions....................................................1
SECTION 1.2    Compliance Certificates and Opinions...........................8
SECTION 1.3    Form of Documents Delivered to Trustee.........................8
SECTION 1.4    Acts of Holders; Record Dates..................................9
SECTION 1.5    Notices, Etc., to Trustee and Company..........................9
SECTION 1.6    Notice to Holders; Waiver.....................................10
SECTION 1.7    Conflict with Trust Indenture Act.............................10
SECTION 1.8    Effect of Headings and Table of Contents......................10
SECTION 1.9    Successors and Assigns........................................10
SECTION 1.10    Separability Clause..........................................11
SECTION 1.11    Benefits of Indenture........................................11
SECTION 1.12    Governing Law................................................11
SECTION 1.13    Legal Holidays...............................................11

                                   ARTICLE II

                                 SECURITY FORMS

SECTION 2.1    Forms Generally...............................................11
SECTION 2.2    Form of Face of Security......................................12
SECTION 2.3    Form of Reverse of Security...................................17
SECTION 2.4    Form of Trustee's Certificate of Authentication...............24

                                   ARTICLE III

                                 THE SECURITIES

SECTION 3.1    Amount Unlimited; Issuable in Series..........................25
SECTION 3.2    Denominations.................................................27
SECTION 3.3    Execution, Authentication, Delivery and Dating................27
SECTION 3.4    Temporary Securities..........................................28
SECTION 3.5    Registration, Registration of Transfer and Exchange...........29
SECTION 3.6    Additional Provisions Applicable to Transfer
                and Exchange of Restricted Securities........................32
SECTION 3.7    Form of Certificate to be Delivered in Connection
                with Transfers to Institutional Accredited Investors.........34

                                       i
<PAGE>
                                                                            PAGE
SECTION 3.8    Form of Certificate to be Delivered in Connection
                with Transfers Pursuant to Regulation S......................35
SECTION 3.9    Mutilated, Destroyed, Lost and Stolen Securities..............36
SECTION 3.10    Payment of Interest; Interest Rights Preserved...............37
SECTION 3.11    Persons Deemed Owners........................................39
SECTION 3.12    Cancellation.................................................39
SECTION 3.13    Interest.....................................................39
SECTION 3.14    Form and Payment.............................................40
SECTION 3.15    Global Securities............................................40
SECTION 3.16    CUSIP Numbers................................................41

                                   ARTICLE IV

                     SATISFACTION AND DISCHARGE; DEFEASANCE

SECTION 4.1    Satisfaction and Discharge of Indenture.......................42
SECTION 4.2    Defeasance and Discharge......................................43
SECTION 4.3    Covenant Defeasance...........................................43
SECTION 4.4    Conditions to Defeasance or Covenant Defeasance...............44
SECTION 4.5    Application of Trust Money....................................45
SECTION 4.6    Indemnity for U.S. Government Obligations.....................45

                                    ARTICLE V

                                    REMEDIES

SECTION 5.1    Events of Default.............................................45
SECTION 5.2    Acceleration of Maturity; Rescission and Annulment............47
SECTION 5.3    Collection of Indebtedness and Suits for
                Enforcement by Trustee.......................................48
SECTION 5.4    Trustee May File Proofs of Claim..............................48
SECTION 5.5    Trustee May Enforce Claims Without Possession
                of Securities................................................49
SECTION 5.6    Application of Money Collected................................49
SECTION 5.7    Limitation on Suits...........................................50
SECTION 5.8    Unconditional Right of Holders to Receive
                Principal, Premium and Interest..............................50
SECTION 5.9    Restoration of Rights and Remedies............................51
SECTION 5.10    Rights and Remedies Cumulative...............................51
SECTION 5.11    Delay or Omission Not Waiver.................................51
SECTION 5.12    Control by Holders...........................................51
SECTION 5.13    Waiver of Past Defaults......................................51
SECTION 5.14    Undertaking for Costs........................................52

                                   ARTICLE VI

                                   THE TRUSTEE

SECTION 6.1    Certain Duties and Responsibilities...........................52

                                       ii
<PAGE>
                                                                            PAGE

SECTION 6.2    Notice of Defaults............................................53
SECTION 6.3    Certain Rights of Trustee.....................................54
SECTION 6.4    Not Responsible for Recitals or Issuance
                of Securities................................................55
SECTION 6.5    May Hold Securities...........................................55
SECTION 6.6    Money Held in Trust...........................................55
SECTION 6.7    Compensation and Reimbursement................................55
SECTION 6.8    Disqualification; Conflicting Interests.......................56
SECTION 6.9    Corporate Trustee Required; Eligibility.......................56
SECTION 6.10    Resignation and Removal; Appointment of
                        Successor............................................57
SECTION 6.11    Acceptance of Appointment by Successor.......................58
SECTION 6.12    Merger, Conversion, Consolidation or
                        Succession to Business...............................59
SECTION 6.13    Preferential Collection of Claims
                         Against Company.....................................59
SECTION 6.14    Appointment of Authenticating Agent..........................60

                                   ARTICLE VII

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.1    Company to Furnish Trustee Names and
                Addresses of Holders.........................................62
SECTION 7.2    Preservation of Information;
                Communications to Holders....................................62
SECTION 7.3    Reports by Trustee............................................63
SECTION 7.4    Reports by Company............................................64

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1    Company May Consolidate, Etc., Only on

                Certain Terms................................................64
SECTION 8.2    Successor Corporation Substituted.............................65

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 9.1    Supplemental Indentures Without Consent of Holders............65
SECTION 9.2    Supplemental Indentures with Consent of Holders...............66
SECTION 9.3    Execution of Supplemental Indentures..........................68
SECTION 9.4    Effect of Supplemental Indentures.............................68
SECTION 9.5    Conformity with Trust Indenture Act...........................68
SECTION 9.6    Reference in Securities to Supplemental Indentures............68

                                    ARTICLE X

                                    COVENANTS

SECTION 10.1    Payment of Principal, Premium and Interest...................68
SECTION 10.2    Maintenance of Office or Agency..............................69

                                      iii
<PAGE>
                                                                            PAGE
SECTION 10.3    Limitation on Liens and Other Encumbrances
                        on Voting Stock of Designated Subsidiaries...........69
SECTION 10.4    Money for Securities Payments to Be Held in Trust............69
SECTION 10.5    Statement by Officers as to Default..........................70

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

SECTION 11.1    Applicability of Article.....................................71
SECTION 11.2    Election to Redeem; Notice to Trustee........................71
SECTION 11.3    Selection by Trustee of Securities to Be Redeemed............71
SECTION 11.4    Notice of Redemption.........................................72
SECTION 11.5    Deposit of Redemption Price..................................72
SECTION 11.6    Securities Payable on Redemption Date........................73
SECTION 11.7    Securities Redeemed in Part..................................73

                                   ARTICLE XII

                                  SINKING FUNDS

SECTION 12.1    Applicability of Article.....................................73
SECTION 12.2    Satisfaction of Sinking Fund Payments with Securities........74
SECTION 12.3    Redemption of Securities for Sinking Fund....................74


                                       iv
<PAGE>
                        TRAVELERS PROPERTY CASUALTY CORP.

         RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND
                                    INDENTURE

TRUST INDENTURE
<TABLE>
<CAPTION>
                ACT SECTION                              INDENTURE SECTION
<S>             <C>                                      <C>
Section 310     (a)(1)..............................         6.9
                (a)(2)..............................         6.9
                (a)(3)..............................         Not Applicable
                (a)(4)..............................         Not Applicable
                (b).................................         6.8
                                                             6.10

Section 311     (a).................................         6.13(a)
                (b).................................         6.13(b)
                (b)(2)..............................         7.3(a)(2)
                                                             7.3(b)

Section 312     (a).................................         7.1
                                                             7.2(a)
                (b).................................         7.2(b)
                (c).................................         7.2(c)
Section 313     (a).................................         7.3(a)
                (b).................................         7.3(b)
                (c).................................         7.3(a), 7.3(b)
                (d).................................         7.3(c)
Section 314     (a).................................         7.4, 10.5
                (b).................................         Not Applicable
                (c)(1)..............................         1.2
                (c)(2)..............................         1.2
                (c)(3)..............................         Not Applicable
                (d).................................         Not Applicable
                (e).................................         1.2
Section 315     (a).................................         6.1(a)
                (b).................................         6.2
                                                             7.3(a)(6)

                (c).................................         6.1(b)
                (d).................................         6.1(c)
                (d)(1)..............................         6.1(c)(1)
                (d)(2)..............................         6.1(c)(2)
                (d)(3)..............................         6.1(c)(3)
                (e).................................         5.14
Section 316     (a).................................         1.1
                (a)(1)(A)...........................         5.2
                                                             5.12
                (a)(1)(B)...........................         5.13
                (a)(2)..............................         Not Applicable
                (b).................................         5.8
</TABLE>

                                        v
<PAGE>
<TABLE>
<CAPTION>
                ACT SECTION                              INDENTURE SECTION
<S>             <C>                                      <C>
Section 317     (a)(1)..............................         5.3
                (a)(2)..............................         5.4
                (b).................................         10.4
Section 318     (a).................................         1.7
</TABLE>


--------------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.


                                       vi
<PAGE>
      SENIOR DEBT SECURITIES INDENTURE, dated as of March 11, 2003, between
TRAVELERS PROPERTY CASUALTY CORP., a corporation duly organized and existing
under the laws of the State of Connecticut (herein called the "Company"), having
its principal office at One Tower Square, Hartford, Connecticut, 06183, and
Citibank, N.A., a national banking association duly organized and existing under
the laws of the United States, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

      The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured, senior
debentures, securities, notes or other evidences of indebtedness (herein called
the "Securities"), to be issued in one or more series as provided in this
Indenture.

      All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

      Now, THEREFORE, THIS INDENTURE WITNESSETH:

      For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof, as follows:

                                   ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 1.1 Definitions.

      For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:

(1)   the terms defined in this Article have the meanings assigned to them in
      this Article and include the plural as well as the singular;

(2)   all other terms used herein which are defined in the Trust Indenture Act,
      either directly or by reference therein, have the meanings assigned to
      them therein;

(3)   all accounting terms not otherwise defined herein have the meanings
      assigned to them in accordance with generally accepted accounting
      principles, and, except as otherwise herein expressly provided, the term
      "generally accepted accounting principles" with respect to any computation
      required or permitted hereunder shall mean such accounting principles as
      are generally accepted at the date of such computation; and

(4)   the words "herein," "hereof" and "hereunder" and other words of similar
      import refer to this Indenture as a whole and not to any particular
      Article, Section or other subdivision.

                                       1
<PAGE>
      Certain terms, used principally in Article VI, are defined in that
Article.

      "Act," when used with respect to any Holder, has the meaning specified in
Section 1.4.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terns "controlling' and "controlled" have meanings correlative to the
foregoing.

      "Applicable Procedures" means the rules and procedures of The Depository
Trust Company, Euroclear and Clearstream, in each case to the extent applicable.

      "Authenticating Agent" means any Person authorized by the Trustee to act
on behalf of the Trustee to authenticate the Securities.

      "Board of Directors" means either the board of directors of the Company or
any duly authorized committee of that board.

      "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification and delivered to the Trustee.

      "Book Entry Interest" means a beneficial interest in a Global Security,
ownership of which shall be maintained and transfers of which shall be made
through book entries by the Depositary.

      "Business Day" means any day other than a Saturday, Sunday or any other
day on which banking institutions in New York, New York, are authorized or
obligated by any applicable law to close.

      "Clearstream" means Clearstream Banking S.A., or its successor.

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

      "Company" means the Person named as the "Company" in the first paragraph
of this instrument until a successor corporation shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "Company" shall
mean such successor corporation.

      "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman or a Vice Chairman of the
Board of Directors, its President, a Vice President, its Chief Financial Officer
or its Chief Accounting Officer, and by its

                                       2
<PAGE>
Treasurer, a Deputy Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee.

      "Consolidated Assets" means the assets of the Company and its consolidated
Subsidiaries.

      "Corporate Trust Office" means the principal office of the Trustee in the
City of New York, New York, at which at any particular time its corporate trust
business shall be principally administered, which at the date hereof is located
at 111 Wall Street, 14th Floor, Zone 3, New York, NY 10005, Attn: Citibank
Agency & Trust.

      "Covenant Defeasance" has the meaning specified in Section 4.3.

      "Defaulted Interest" has the meaning specified in Section 3.10.

      "Defeasance" has the meaning specified in Section 4.2.

      "Definitive IAI Security" has the meaning specified in Section 2.1.

      "Depositary" means, with respect to Securities of any series issuable in
whole or in part in the form of one or more Global Securities, a clearing agency
registered under the Exchange Act that is designated to act as Depositary for
such Securities as contemplated by Section 3.15.

      "Designated Subsidiary" means any Subsidiary the assets of which exceed
20% of the Company's Consolidated Assets, determined as of the last day of the
most recent calendar quarter ended at least 30 days prior to the date of such
determination and in accordance with generally accepted accounting principles as
in effect on the last day of such calendar quarter.

      "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, or its successor, as operator of the Euroclear system.

      "Event of Default" has the meaning specified in Section 5.1.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, and any successor legislation.

      "Exchange Securities" shall mean Securities issued in a transaction which
has been registered under the Securities Act in exchange for Restricted
Securities.

      "Floating or Adjustable Rate Provision" means a formula or provision,
specified in a Board Resolution or an indenture supplemental hereto, providing
for the determination, whether pursuant to objective factors or pursuant to the
sole discretion of any Person (including the Company), and periodic adjustment
of the interest rate per annum borne by a Floating or Adjustable Rate Security.

                                       3
<PAGE>
      "Floating or Adjustable Rate Security" means any Security which provides
for interest to be payable thereon at a rate per annum that may vary from time
to time over the term thereof in accordance with a Floating or Adjustable Rate
Provision.

      "Global IAI Security" has the meaning specified in Section 2.1.

      "Global Security" means a Security that evidences all or part of the
Securities of any series and is authenticated and delivered to, and registered
in the name of, the Depositary for such Securities or a nominee thereof.

      "Holder" means a Person in whose name a Security is registered in the
Security Register.

      "IAI" has the meaning specified in Section 2.1.

      "IAI Securities" means the collective reference to Global IAI Securities
and Definitive IAI Securities.

      "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as contemplated
by Section 3.1.

      "interest," when used with respect to series of Securities includes any
additional interest payable on such series of Securities in accordance with the
terms of any registration rights agreement entered into by the Company in
connection with the issuance of such series of Securities.

      "Interest Payment Date," when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

      "Interest Rate" has the meaning specified in Section 3.13.

      "Maturity," when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

      "Officers' Certificate" means a certificate signed by the Chairman or Vice
Chairman of the Board of Directors, the President, a Vice President, the Chief
Financial Officer or the Chief Accounting Officer, and by the Treasurer, a
Deputy Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee.

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company.

      "Outstanding," when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, except:

                                       4
<PAGE>
            (i) Securities theretofore cancelled by the Trustee or delivered to
      the Trustee for cancellation;

            (ii) Securities for whose payment or redemption money in the
      necessary amount has been theretofore deposited with the Trustee or any
      Paying Agent (other than the Company) in trust or set aside and segregated
      in trust by the Company (if the Company shall act as its own Paying Agent)
      for the Holders of such Securities; provided that, if such Securities are
      to be redeemed, notice of such redemption has been duly given pursuant to
      this Indenture or provision therefor satisfactory to the Trustee has been
      made; and

            (iii) Securities which have been paid pursuant to Section 3.9 or in
      exchange for or in lieu of which other Securities have been authenticated
      and delivered pursuant to this Indenture, other than any such Securities
      in respect of which there shall have been presented to the Trustee proof
      satisfactory to it that such Securities are held by a bona fide purchaser
      in whose hands such Securities are valid obligations of the Company;

provided that in determining whether the Holders of the requisite principal
amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding; provided, however, that, in determining whether the Trustee shall
be protected in relying, upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.

      "Paying Agent" means any Person authorized by the Company to pay the
principal of (or premium, if any) or interest on any Securities on behalf of the
Company.

      "Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

      "Place of Payment," when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and interest on the Securities of that series are payable as specified as
contemplated by Section 3.1.

      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

      "QIB" means any "qualified institutional buyer" (as defined in Rule 144A
under the Securities Act).

                                       5
<PAGE>
      "Redemption Date," when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

      "Redemption Option Date" means, with respect to a series of Securities,
the date specified as contemplated by Section 3.1 on or after which, from time
to time, the Company, at its option, may redeem such series of Securities in
whole or in part.

      "Redemption Price," when used with respect to any Security to be redeemed,
means the price at which it is redeemable as specified pursuant to Section 3.1
plus any accrued and unpaid interest thereon to, but excluding, the date of
redemption.

      "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified as such pursuant
to Section 3.1.

      "Regulation S" means Regulation S under the Securities Act.

      "Regulation S Global Security" has the meaning specified in Section 2.1.

      "Regulation S Legend" has the meaning specified in Section 2.2.

      "Regulation S Restricted Period" means with respect to any series of
Securities the 40 consecutive days beginning on and including the later of (A)
the day on which any Regulation S Securities of such series are offered to
persons other than distributors (as defined in Regulation S under the Securities
Act) and (B) the date on which any such Securities are originally issued.

      "Regulation S Security" has the meaning specified in Section 2.1.

      "Resale Restriction Termination Date" shall have the meaning specified in
Section 3.6.

      "Responsible Officer" means, with respect to the Trustee, any officer
within the Corporate Trust Office of the Trustee, including any vice-president,
any assistant vice-president, any assistant secretary, the treasurer, any
assistant treasurer, any senior trust officer or other officer of the Corporate
Trust Office of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

      "Restricted Securities" shall mean Securities of any series that are
offered and sold in a transaction that was not registered under the Securities
Act.

      "Restricted Securities Legend" means the Private Placement Legend set
forth in clause (b) of Section 2.2 or the Regulation S Legend set forth in
clause (c) of Section 2.2, as applicable.

      "Rule 144A Securities" has the meaning specified in Section 2.1.


                                       6
<PAGE>
      "Rule 144A Global Security" has the meaning specified in Section 2.1.

      "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture, including any Exchange Securities.

      "Securities Custodian" means the custodian with respect to any Global
Security (as appointed by the Depositary), or any successor Person thereto, and
shall initially be the Trustee.

      "Security Beneficial Owner" means, with respect to a Book Entry Interest,
a person who is the beneficial owner of such Book Entry Interest, as reflected
on the books of the Depositary, or on the books of a Person maintaining an
account with such Depositary (directly as a Depositary participant or as an
indirect participant, in each case in accordance with the rules of the
Depositary).

      "Security Register" and "Security Registrar" have the respective meanings
specified in Section 3.5.

      "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.10.

      "Stated Maturity," when used with respect to any Security or any
installment of interest thereon, means the date specified in such Security as
the fixed date on which the principal (or any portion thereof) of such Security
or premium, if any, on such Security or such installment of interest is due and
payable.

      "Subsidiary" means a corporation, company (including any limited liability
company), association, partnership, joint venture, trust or other business
entity in which the Company and/or one or more of the Company's other
Subsidiaries owns at least 50% of the Voting Stock.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as in force
at the date as of which this instrument was executed, except as provided in
Section 9.5.

      "Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall mean
or include each Person who is then a Trustee hereunder, and if at any time there
is more than one such Person, "Trustee" as used with respect to the Securities
of any series shall mean the Trustee with respect to Securities of that series.

      "U.S. Government Obligations" has the meaning specified in Section 4.4.

      "Vice President," when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

                                       7
<PAGE>
      "Voting Stock" means all classes of stock or other interests (including
partnership interests) outstanding of a Designated Subsidiary that are normally
entitled to vote in elections of directors, managers or trustees thereof.

SECTION 1.2  Compliance Certificates and Opinions.

      Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

      Every Officers' Certificate or Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:

            (1) a statement that each individual signing such certificate or
      opinion has read such covenant or condition and the definitions herein
      relating thereto;

            (2) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (3) a statement that, in the opinion of such person, he has made
      such examination or investigation as is necessary to enable him to express
      an informed opinion as to whether or not such covenant or condition has
      been complied with; and

            (4) a statement as to whether, in the opinion of such person, such
      condition or covenant has been complied with.

SECTION 1.3  Form of Documents Delivered to Trustee.

      In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

      Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the

                                       8
<PAGE>
possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

      Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 1.4  Acts of Holders; Record Dates.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given or taken by
Holders shall be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

      (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

      (c) The ownership of Securities shall be proved by the Security Register.

      (d) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security of the same series shall bind every
future Holder of the same Security of such series and the Holder of every
Security of the same series issued upon the registration of transfer thereof or
in exchange therefor or in lieu thereof in respect of anything done, omitted or
suffered to be done by the Trustee or the Company in reliance thereon, whether
or not notation of such action is made upon such Security of such series.

SECTION 1.5  Notices, Etc., to Trustee and Company.

      Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with:

            (1) the Trustee by any Holder or by the Company shall be sufficient
      for every purpose hereunder if made, given, furnished or filed in writing
      to or with the Trustee at

                                       9
<PAGE>
      its Corporate Trust Office, Attention: Corporate Trust Administration;
      provided, however, that such instrument will be considered properly given
      if submitted in an electronic format, i.e., by facsimile, E-Mail or
      otherwise, or

            (2) the Company by the Trustee or by any Holder shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if in writing and mailed, first-class postage prepaid, to the Company
      addressed to it at the address of its principal office specified in the
      first paragraph of the Indenture or at any other address previously
      furnished in writing to the Trustee by the Company; provided, however,
      that such instrument will be considered properly given if submitted in an
      electronic format, e.g., by facsimile, E-Mail or otherwise.

SECTION 1.6  Notice to Holders; Waiver.

      Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

      In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

SECTION 1.7  Conflict with Trust Indenture Act.

      If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control.

SECTION 1.8  Effect of Headings and Table of Contents.

      The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

SECTION 1.9  Successors and Assigns.

      All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.

                                       10
<PAGE>
SECTION 1.10 Separability Clause.

      In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.11 Benefits of Indenture.

      Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors hereunder
and the Holders, any benefit or any legal or equitable right, remedy or claim
under this Indenture.

SECTION 1.12 Governing Law.

      This Indenture and the Securities shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York, and all
rights and remedies shall be governed by such laws.

SECTION 1.13 Legal Holidays.

      In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal (and premium, if any) need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no interest shall accrue for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be, except that, if such Business Day is in the next succeeding calendar year,
such payment shall be made on the immediately preceding Business Day, in each
case with the same force and effect as if made on such date.

                                   ARTICLE II

                                 SECURITY FORMS

SECTION 2.1  Forms Generally.

      The Securities of each series shall be in substantially the form set forth
in this Article, or in such other form as shall be established by or pursuant to
a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with any law or with
any rule or regulation made pursuant thereto or with the rules or regulations of
any stock exchange on which the Securities may be listed or Depositary therefor
or as may, consistently herewith, be determined by the officers of the Company
executing such Securities, as evidenced by their execution of such Securities.
If the form of Securities of any series is established by action taken

                                       11
<PAGE>
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.3 for the authentication and delivery of such
Securities.

      Unless determined differently as contemplated by the preceding paragraph,
Restricted Securities of a series offered and sold to QIBs in reliance on Rule
144A ("Rule 144A Securities") shall be issued in the form of one or more
permanent Global Securities, without interest coupons, bearing appropriate
legends as set forth in Section 2.2 (each, a "Rule 144A Global Security").

      Unless determined differently as contemplated by the second preceding
paragraph, Restricted Securities of a series offered and sold outside the United
States of America in reliance on Regulation S (each, a "Regulation S Security")
shall be issued in the form of one or more permanent Global Securities, without
interest coupons, bearing appropriate legends as set forth in Section 2.2 (each,
a "Regulation S Global Security").

      Unless determined differently as contemplated by the third preceding
paragraph, Restricted Securities of a series offered, sold and initially issued
to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3)
and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States
of America without registration under the Securities Act shall be issued as
Definitive Securities, without interest coupons, bearing appropriate legends as
set forth in Section 2.2, (each, a "Definitive IAI Security"). Upon such
issuance, the Trustee shall register such IAI Securities in the name of the
beneficial owner or owners of such Securities (or the nominee of such beneficial
owner or owners) and deliver the certificates for such IAI Securities to the
respective beneficial owner or owners.

      Unless determined differently as contemplated by the fourth preceding
paragraph, Restricted Securities of a series resold to IAIs, in the United
States shall be issued in the form of one or more permanent Global Securities,
without interest coupons, bearing appropriate legends as set forth in Section
2.2 (each, a "Global IAI Security").

      The Trustee's certificates of authentication shall be in substantially the
form set forth in this Article.

      The definitive Securities may be produced in any manner as determined by
the officers executing such Securities, as evidenced by their execution of such
Securities.

SECTION 2.2  Form of Face of Security.

            (a)   each Global Security shall bear the following legend on the
                  face thereof:

      "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
      HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
      NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
      REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
      NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN

                                       12
<PAGE>
      THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF
      THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
      OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
      THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

      UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
      DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE
      ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
      ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
      NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE
      THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

      (b) each Rule 144A Global Security (and each Definitive Security issued
upon the transfer of all or a portion of the beneficial interest in such Global
Security), each Definitive IAI Security and each Global IAI Security (and each
Definitive Security issued upon the transfer of all or a portion of the
beneficial interest in such Global Security) shall bear the following legend
(the "Private Placement Legend") on the face thereof:

      "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR
      OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
      PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
      PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
      REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      SUCH REGISTRATION.

      THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN
      BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
      SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO
      THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS
      AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
      WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
      SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY,
      (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
      UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE
      FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A

                                       13
<PAGE>
      PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
      DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
      ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
      NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
      (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
      WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
      INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1),
      (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY
      FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
      ACCREDITED INVESTOR, IN EACH CASE IN A TRANSACTION INVOLVING A MINIMUM
      PRINCIPAL AMOUNT OF $250,000 OF SECURITIES, FOR INVESTMENT PURPOSES AND
      NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY
      DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER
      AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH
      OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) AND (F) TO REQUIRE
      THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
      INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON
      THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.";
      and

      (c) each Regulation S Global Security (and each Definitive Security issued
upon the transfer of all or a portion of the beneficial interest in such Global
Security) shall bear the following legend (the "Regulation S Legend") on the
face thereof:

      "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
      1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
      OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR
      BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY
      ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S.
      PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS
      ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
      REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"), (2) BY ITS
      ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
      SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE")
      WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
      THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
      OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO
      THE COMPANY, (B) PURSUANT TO A

                                       14
<PAGE>
      REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
      SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
      PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY
      BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
      UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
      ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT
      THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO
      OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING
      OF REGULATION S, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE
      MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT
      IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH
      AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A TRANSACTION
      INVOLVING A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR
      INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
      CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F)
      PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT
      PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR
      (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
      OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND IN THE CASE OF THE
      FOREGOING CLAUSE (E), A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON
      THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
      TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED
      AFTER 40 CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE
      DAY ON WHICH THE SECURITIES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS
      (AS DEFINED IN REGULATION S) AND (B) THE DATE OF THE CLOSING OF THE
      ORIGINAL OFFERING. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
      "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY
      REGULATION S UNDER THE SECURITIES ACT."; and

      (d) each Definitive IAI Security and each Global IAI Security (and each
Definitive Security issued upon the transfer of all or a portion of the
beneficial interest in such Global Security) shall also bear the following
additional legend on the face thereof:

      IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR
      AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
      TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
      COMPLIED WITH THE FOREGOING RESTRICTIONS.

                                       15
<PAGE>
      (e) In addition to any legends required by this Section 2.2, subject to
Section 2.1, the fact of each Security shall be substantially in the following
form:

No. _________________

                                                   CUSIP No. ___________________

                        TRAVELERS PROPERTY CASUALTY CORP.

                      [INSERT TITLE OF SERIES OF SECURITY]

      TRAVELERS PROPERTY CASUALTY CORP., a Connecticut corporation (the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
____________ or registered assigns, the principal sum of ________________
Dollars ($_________) on ___________, ____, and to pay interest on said principal
sum from ___________, ______, or from the most recent interest payment date
(each such date, an "Interest Payment Date") to which interest has been paid or
duly provided for, [semi-annually] in arrears on [_______________ and
__________________] of each year commencing ____________, _______, at [If the
Security is to bear interest at a fixed rate, insert -a rate of __% per annum,]
[If the Security is a Floating or Adjustable Rate Security, insert -a rate per
annum [computed-determined] in accordance with the [insert defined name of
Floating or Adjustable Rate Provision] set forth below] until the principal
hereof shall have become due and payable, and on any overdue principal and
premium, if any, and (without duplication and to the extent that payment of such
interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum compounded [semi-annually]. The amount of
interest payable on any Interest Payment Date shall be computed on the basis of
a 360-day year of twelve 30-day months. In the event that any date on which
interest is payable on this Security is not a Business Day, then payment of
interest payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay), except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such date. The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities, as defined
in said Indenture) is registered at the close of business on the regular record
date for such interest installment, which shall be the close of business on
[_____________, ___________] or [_________, _____] immediately preceding such
Interest Payment Date. Any such interest installment not punctually paid or duly
provided for shall forthwith cease to be payable to the registered Holders on
such regular record date and may be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a special record date to be fixed by the Trustee for the payment of
such defaulted interest, notice whereof shall be given to the registered Holders
of this series of Securities not less than 10 days prior to such special record
date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture. [IN THE CASE OF GLOBAL SECURITY -- Payments on
this Global Security will be made in immediately available funds.]

                                       16
<PAGE>
[IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE SECURITIES ARE NO LONGER
REPRESENTED BY A GLOBAL SECURITY --The principal of (and premium, if any) and
the interest on this Security shall be payable at the office or agency of the
Trustee maintained for that purpose in any coin or currency of the United States
of America that at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at the
option of the Company by check mailed to the registered Holder at such address
as shall appear in the Security Register or by wire transfer in immediately
available funds if appropriate wire transfer instructions have been received in
writing by the Trustee not less than 15 days prior to the applicable Interest
Payment Date. Such wire instructions, upon receipt by the Trustee, shall remain
in effect until revoked by such Holder.]

      [At this point in the Security Form of any series of Floating or
Adjustable Rate Securities, the text of the Floating or Adjustable Rate
Provision relating thereto should be inserted.]

      This Security shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.

      The provisions of this Security are continued on the reverse side hereof
and such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.

      IN WITNESS WHEREOF, the Company has caused this instrument to be executed.

Dated:  __________________


                                            TRAVELERS PROPERTY CASUALTY CORP.


                                            By:  _______________________________
                                                 Name:
                                                 Title:

SECTION 2.3 Form of Reverse of Security.

      This Security is one of a duly authorized series of securities of the
Company (herein sometimes referred to as the "Securities"), specified in the
Indenture, all issued or to be issued in one or more series under and pursuant
to an Indenture dated as of March 11, 2003 (the "Indenture"), duly executed and
delivered between the Company and Citibank, N.A., as Trustee (the "Trustee"), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a description of the respective rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the Holders of
the Securities. By the terms of the Indenture, the Securities are issuable in
series that may vary as to amount, date of maturity, rate of interest and in
other respects as provided in the Indenture. This series of Securities is not
limited in aggregate principal amount. The terms of this Security include those

                                       17
<PAGE>
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended. The Indenture provides that Securities
of a single series may be issued at various times[, with different maturity
dates and may bear interest at different rates]. [Holders of the Securities are
entitled to the benefits of the Registration Rights Agreement, dated as of
________, 200_ (the "Registration Rights Agreement"), between the Company and
the initial purchasers named therein. The Securities and any related Exchange
Securities shall vote and consent together on all matters as one class, and no
such securities shall have the right to vote or consent as a separate class.]

      [The Securities may be redeemed in whole at any time or in part from time
to time, at the Company's option, at a redemption price (the "Redemption Price")
equal to the greater of (1) 100% of the principal amount of the Securities to be
redeemed and (2) the sum of the present values of the remaining scheduled
payments of principal and interest on the Securities discounted to the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the applicable Treasury Rate plus __ basis points for
the Securities, plus, accrued and unpaid interest on the principal amount being
redeemed to the Redemption Date.

      Any redemption pursuant to this paragraph will be made upon not less than
30 days' nor more than 60 days' notice of the Redemption Date at the Redemption
Price. If the Securities are only partially redeemed by the Company pursuant to
a redemption, the Securities will be redeemed pro rata or by lot or by any other
method utilized by the Trustee, provided that if, at the time of redemption, the
Securities are registered as a Global Security, the Depositary shall determine
the principal amount of such Securities held by each Security Beneficial Owner
to be redeemed in accordance with its procedures.

      "Treasury Rate" means, with respect to any Redemption Date, (1) the yield,
under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated
"H.15(519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity corresponding
to the Comparable Treasury Issue (if no maturity is within three months before
or after the Remaining Life, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue will be determined and
the Treasury Rate will be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (2) if such release (or
any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date. The Treasury Rate will be calculated on the third Business
Day preceding the Redemption Date.

      "Business Day" means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.

                                       18
<PAGE>
      "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term ("Remaining Life") of the Securities to be redeemed that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the applicable series of
Securities.

      "Comparable Treasury Price" means (1) the average of five Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.

      "Independent Investment Banker" means _____________, and [their]
respective successor[s], or, if both firms are unwilling or unable to select the
Comparable Treasury issue, an independent investment banking institution of
national standing appointed by the trustee after consultation with the Company.

      "Reference Treasury Dealer means (1) ________________, and [their]
respective successor[s]; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company will substitute for such initial
purchasers another Primary Treasury Dealer and (2) any other Primary Treasury
Dealer selected by the Independent Investment Banker after consultation with us.

      "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding such Redemption
Date.]

      [The Securities of this series are subject to redemption upon not less
than 30 days' nor more than 60 days' notice by mail, (1) on _________ in any
year commencing with the year ______ and ending with the year ______ through
operation of the sinking fund for this series at a Redemption Price of _______,
(2) at any time [on or after __________, 200_, as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [on or before ________, ___%,
and if redeemed during the 12-month period beginning __________ of the years
indicated, and thereafter at a Redemption Price equal to _____% of the principal
amount, together in the case of any such redemption (whether through operation
of the sinking fund or otherwise) with accrued interest to the Redemption Date,
but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

      [Notwithstanding the foregoing, the Company may not, prior to _______,
redeem any Securities of this series as contemplated by Clause (2) of the
preceding paragraph as a part

                                       19
<PAGE>
of, or in anticipation of, any refunding operation by the application, directly
or indirectly, of monies borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than _____% per annum.]

      [The sinking fund for this series provides for redemption on __________ in
each year beginning in the year _______ and ending with the year _________ of
[not less than] $__________ ("mandatory sinking fund") and not more than
$__________ aggregate principal amount of Securities of this series. Securities
of this series acquired or redeemed by the Company otherwise than through
[mandatory] sinking fund payments may be credited against subsequent [mandatory]
sinking fund payments otherwise required to be made in the [inverse] order in
which they become due.]

      Unless the Company defaults in the payment of the Optional Redemption
Price, on and after the Redemption Date, interest shall cease to accrue on the
Securities, or portions thereof called for redemption.

      In the event of redemption of this Security in part only, a new Security
or Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

      In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Securities may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

      The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than a majority in aggregate
principal amount of the Securities of each series affected at the time
outstanding, as defined in the Indenture, to execute supplemental indentures for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Securities; provided,
however, that no such supplemental indenture shall, without the consent of
Holders of each Security then outstanding and affected thereby: change the fixed
maturity of any Securities of any series, or reduce the principal amount
thereof, reduce the rate or change the time or place of payment of interest
thereon; reduce any premium payable upon the redemption thereof or change the
time at which such Security may or must be redeemed or purchased; change the
money in which such Security is payable; waive a default or Event of Default in
the payment of principal of or premium, if any, or interest on the Securities
(except a rescission of acceleration of the Securities by the holders of at
least a majority in aggregate principal amount of the Securities and a waiver of
the payment default that resulted from such acceleration); make any change in
the provisions of the Indenture relating to waivers of past defaults or the
rights of Holders to receive payments of principal of, premium, if any, or
interest on any of the Securities; make any change in the ability of the Holders
to enforce their rights under the Indenture; reduce the aforesaid percentage of
Securities, the Holders of which are required to consent to any such
supplemental indenture; [or, except as permitted by the Indenture, increase any
conversion price or modify the provisions of the indenture relating to the
conversion of any Securities in a manner adverse to Holders].

                                       20
<PAGE>
      The Indenture also contains provisions permitting the Holders of a
majority in aggregate principal amount of the Securities of any series at the
time outstanding affected thereby, on behalf of all of the Holders of the
Securities of such series, to waive any past default in the performance of any
of the covenants contained in the Indenture, or established pursuant to the
Indenture with respect to such series, and its consequences, except a default in
the payment of the principal of or premium, if any, or interest on any of the
Securities of such series. Any such consent or waiver by the registered Holder
of this Security (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of this Security and of any Security issued in exchange herefor or in place
hereof (whether by registration of transfer or otherwise), irrespective of
whether or not any notation of such consent or waiver is made upon this
Security.

      No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Security at the time and place and at the rate and in the money
herein prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, this Security is transferable or exchangeable by the registered
Holder hereof on the Security Register of the Company, upon surrender of this
Security for registration of transfer or exchange at the office or agency of the
Trustee in the City and State of New York accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company or the Trustee duly
executed by the registered Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of authorized denominations
and for the same aggregate principal amount and series will be issued to the
designated transferee or transferees. No service charge will be made for any
such transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.

      Prior to due presentment for registration of transfer or exchange of this
Security, the Company, the Trustee, any paying agent and the Security Registrar
may deem and treat the registered Holder hereof as the absolute owner hereof
(whether or not this Security shall be overdue and notwithstanding any notice of
ownership or writing hereon made by anyone other than the Security Registrar)
for the purpose of receiving payment of or on account of the principal hereof
and premium, if any, and interest due hereon and for all other purposes, and
neither the Company nor the Trustee nor any paying agent nor any Security
Registrar shall be affected by any notice to the contrary.

      No recourse shall be had for the payment of the principal of or any
premium or the interest on this Security, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture, against
any incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

      [This Global Security is exchangeable for Securities in definitive form
only under certain limited circumstances set forth in the Indenture.] Securities
of this series so issued are

                                       21
<PAGE>
issuable only in registered form without coupons in denominations of $1,000 and
any integral multiple thereof. As provided in the Indenture and subject to
certain limitations [herein and] therein set forth, Securities of this series
[so issued] are exchangeable for a like aggregate principal amount of Securities
of this series of a different authorized denomination, as requested by the
Holder surrendering the same.

      Certain of the Company's obligations under the Indenture with respect to
Securities may be terminated if the Company irrevocably deposits with the
Trustee money sufficient to pay and discharge the entire indebtedness on al
Securities, as provided in the Indenture.

      The Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.

      All terms used in this Security that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

                                 ASSIGNMENT FORM

               To assign this Security, fill in the form below:

               I or we assign and transfer this Security to

                 ----------------------------------------------
              (Print or type assignee's name, address and zip code)

                   ------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. No.)

      and irrevocably appoint ___________ agent to transfer this Security on the
      books of the Company. The agent may substitute another to act for him.

Date:____________________               Your Signature:___________________

Signature Guarantee:____________________________________________________________
                              (Signature must be guaranteed)

------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

[INCLUDE IF THE SECURITIES ARE REQUIRED TO BEAR A RESTRICTED SECURITIES LEGEND:
In connection with any transfer or exchange of any of the Securities evidenced
by this certificate occurring prior to the date that is two years after the
later of the date

                                       22
<PAGE>
of original issuance of such Securities and the last date, if any, on which such
Securities were owned by the Company or any Affiliate of the Company, the
undersigned confirms that such Securities are being:

CHECK ONE BOX BELOW:

1.    [ ]   acquired for the undersigned's own account, without transfer; or

2.    [ ]   transferred to the Company; or

3.    [ ]   transferred pursuant to and in compliance with Rule 144A
            under the Securities Act of 1933, as amended (the "Securities
            Act"); or

4.    [ ]   transferred pursuant to an effective registration statement
            under the Securities Act; or

5.    [ ]   transferred pursuant to and in compliance with Regulation S
            under the Securities Act; or

6.    [ ]   transferred to an institutional "accredited investor" (as defined in
            Rule 501(a)(1), (2), (3) or (7) under the Securities Act), that has
            furnished to the Trustee a signed certificate containing certain
            representations and agreements (the form of which letter appears as
            Section 3.7 of the Indenture); or

7.    [ ]   transferred pursuant to another available exemption from the
            registration requirements of the Securities Act of 1933

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered Holder thereof; provided, however, that if box (5), (6) or
(7) is checked, the Trustee or the Company may require, prior to registering any
such transfer of the Securities, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company may
reasonably request to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, such as the exemption provided by
Rule 144 under such Act.

                                                         -----------------------
                                                         Signature

Signature Guarantee:

-----------------------------               ------------------------------------
(Signature must be guaranteed)              Signature


                                       23
<PAGE>
--------------------------------------------------------------------------------

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.

      The undersigned represents and warrants that it is purchasing or
exchanging this Security for its own account or an account with respect to which
it exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, as amended, and is aware that the sale to it is being
made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has requested pursuant to
Rule 144A or has determined not to request such information and that it is aware
that the transferor is relying upon the undersigned's foregoing representations
in order to claim the exemption from registration provided by Rule 144A.

------------------------
Dated:                              ]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

      The initial principal amount of this Global Security is $________. The
following increases or decreases in this Global Security have been made:

<TABLE>
<S>         <C>                    <C>                     <C>                        <C>

              Amount of decrease          Amount of
                      in                increases in          Principal Amount of            Signature of
              Principal Amount of    Principal Amount of      this Global Security      authorized officer of
   Date of        This Global            this Global             following such               Trustee or
  Exchange         Security               Security           decrease (or increase)           Depositary
  --------         --------               --------           ----------------------           ----------
</TABLE>



SECTION 2.4 Form of Trustee's Certificate of Authentication.

      The Trustee's certificate of authentication on all Securities shall be
substantially in the following form:

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Securities of the series of Securities described in the
within-mentioned Indenture.

Citibank, N.A.,
  as Trustee


                                       24
<PAGE>
By:    ____________________________
           Authorized Signatory

Dated: __________________________

                                  ARTICLE III

                                 THE SECURITIES

SECTION 3.1 Amount Unlimited; Issuable in Series.

      The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

      The Securities may be issued in one or more series. There shall be
established by or pursuant to a Board Resolution, and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series:

            (1) the title of the Securities of the series (which shall
      distinguish the Securities of the series from all Securities of any other
      series, except to the extent that additional Securities of an existing
      series are being issued) and, if other than as substantially contemplated
      by Section 2.1, the form of the Securities of the series;

            (2) the date or dates (or manner of determining the same) on which
      the principal of the Securities of the series is payable, and, if
      applicable to the series, the terms of any sinking fund obligations with
      respect to such series;

            (3) the rate or rates at which the Securities of the series shall
      bear interest, if any, or the Floating or Adjustable Rate Provision
      pursuant to which such rate or rates shall be determined, the date or
      dates from which any such interest shall accrue, or the method by which
      such date or dates shall be determined, the Interest Payment Dates on
      which any such interest shall be payable, the Regular Record Dates for the
      determination of Holders to whom interest is payable on any Interest
      Payment Date, and provisions with respect to the payment of interest to
      each of Euroclear and Clearstream with respect to a permanent Global
      Security if other than as provided in Section 3.10;

            (4) if other than as provided in Section 3.14, the place or places
      where the principal of (and any premium, if any) and interest on
      Securities of the series shall be payable;

            (5) the period or periods within which (including the Redemption
      Option Date for the series) and the price or prices at which and the terms
      and conditions upon which any Securities of the series may be redeemed, in
      whole or in part, at the option of the Company if the Company is to have
      that option;

            (6) if other than denominations of $1,000 and any integral multiple
      thereof, the denominations in which Securities of the series shall be
      issuable;

                                       25
<PAGE>
            (7) any other event or events of default applicable with respect to
      the Securities of the series in addition to those provided in Section
      5.1(1) through (6);

            (8) any other covenant or warranty included for the benefit of
      Securities of the series in addition to (and not inconsistent with) those
      included in this Indenture for the benefit of Securities of all series, or
      any other covenant or warranty included for the benefit of Securities of
      the series in lieu of any covenant or warranty included in this Indenture
      for the benefit of Securities of all series, or any provision that any
      covenant or warranty included in this Indenture for the benefit of
      Securities of all series shall not be for the benefit of Securities of the
      series, or any combination of such covenants, warranties or provisions;

            (9) the provisions of this Indenture, if any, that shall not apply
      to the series;

            (10) the obligation, if any, of the Company to redeem, purchase or
      repay Securities of the series pursuant to any sinking fund or analogous
      provisions or at the option of a Holder thereof and the price or prices at
      which, the period or periods within which and the terms and conditions
      upon which Securities of the series shall be redeemed, purchased or
      repaid, in whole or in part, pursuant to such obligation;

            (11) if other than the principal amount thereof, the portion of the
      principal amount of the Securities which shall be payable upon declaration
      of acceleration of the maturity thereof pursuant to Section 5.2;

            (12) the right, if any, to defer payment of interest on the debt
      securities and the maximum length of any deferral period;

            (13) whether the Securities of the series will be convertible into
      shares of common stock or other securities of the Company and, if so, the
      terms and conditions upon which such Securities will be so convertible,
      including whether conversion is mandatory, at the option of the holder, or
      at the option of the Company, the conversion price, the conversion period
      and any provisions pursuant to which the number of shares of common stock
      or other securities of the Company to be received by the holders of such
      series of Securities would be subject to adjustment;

            (14) if other than U.S. dollars, the currency or currency units in
      which payment of the principal of and any premium and interest on the
      Securities of the series shall be payable;

            (15) the terms and conditions, if any, pursuant to which the
      Securities of the series are secured;

            (16) the terms pursuant to which the Securities of any series are
      subject to defeasance and satisfaction and discharge, if different than
      those provided herein;

            (17) the date as of which any definitive Security or any Global
      Security representing Outstanding Securities of that series shall be dated
      if other than the date of its authentication;

                                       26
<PAGE>
            (18) if other than as provided in Article II and this Article III,
      whether the Securities of the series shall be issued in whole or in part
      in the form of a Global Security or Securities and, in such case, the
      Depositary, if any, for such Global Security or Securities;

            (19) whether the Company shall enter into an exchange and
      registration rights agreement with respect to the Securities of the
      series; and

            (20) any other terms of the series (which additional terms shall not
      be inconsistent with the provisions of this Indenture).

      Except as contemplated by Section 2.2, all Securities of any one series
shall be substantially identical except as to denomination, rate of interest,
Stated Maturity and the date from which interest, if any, shall accrue, and
except as may otherwise be provided by or pursuant to such Board Resolution and
set forth, or determined in the manner provided, in such Officers' Certificate
referred to above or in any such indenture supplemental hereto. The terms of
such Securities, as set forth above, may be determined by the Company from time
to time if so provided in or established pursuant to the authority granted in
Board Resolutions. All Securities of any one series need not be issued at the
same time, and unless otherwise provided, a series may be reopened for issuance
of additional Securities of such series.

      If any of the terms of the Securities of a series are established by
action taken pursuant to a Board Resolution, a copy of such Board Resolution
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the Securities of such series.

SECTION 3.2 Denominations.

      The Securities of each series shall be issuable in registered form without
coupons and in such denominations as shall be specified as contemplated by
Section 3.1. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

SECTION 3.3 Execution, Authentication, Delivery and Dating.

      The Securities shall be executed in the name and on behalf of the Company
by its Chairman or a Vice Chairman of the Board of Directors, its President, a
Vice President, the Chief Financial Officer or the Chief Accounting Officer. The
signature of any of these officers on the Securities may be manual or facsimile.

      Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of

                                       27
<PAGE>
such Securities, and the Trustee in accordance with the Company Order shall
authenticate and deliver such Securities. If the form or terms of the Securities
of the series have been established in or pursuant to one or more Board
Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive at the
time of the initial delivery by the Company of Securities of such series to the
Trustee for authentication, and (subject to Section 6.1) shall be fully
protected in relying upon, an Opinion of Counsel stating:

      (a) if the form of such Securities has been established by or pursuant to
Board Resolution as permitted by Section 2.1, that such form has been
established in conformity with the provisions of this Indenture;

      (b) if the terms of such Securities have been established by or pursuant
to Board Resolution as permitted by Section 3.1, that such terms have been
established in conformity with the provisions of this Indenture; and

      (c) that such Securities, when authenticated and delivered by the Trustee
and issued by the Company in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company enforceable in accordance with their terms, subject
to bankruptcy, insolvency, reorganization, and other laws of general
applicability relating to or affecting creditors' rights and to general equity
principles, and will be entitled to the benefits of this Indenture.

      The Trustee shall not be required to authenticate and deliver such
Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner which is not reasonably acceptable to
the Trustee.

      Subject to Section 3.1(17), each Security shall be dated the date of its
authentication.

      No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture.

      Each Depositary designated pursuant to Section 3.1 for a Global Security
in registered form must, at the time of its designation and at all times while
it serves as Depositary, be a clearing agency registered under the Exchange Act
and any other applicable statute or regulation.

SECTION 3.4 Temporary Securities.

      Pending the preparation of definitive Securities of any series, the
Company may execute, and upon receipt of a Company Order, the Trustee shall
authenticate and deliver temporary Securities of such series which are printed,
lithographed, typewritten, mimeographed

                                       28
<PAGE>
or otherwise produced, in any authorized denomination, substantially in the form
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
Company may determine, as evidenced by the execution of such Securities.

      If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in a Place of Payment for Securities of that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like aggregate
principal amount of definitive Securities of the same series and of like tenor
of authorized denominations. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series authenticated and delivered
hereunder.

SECTION 3.5 Registration, Registration of Transfer and Exchange.

      The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities, or of Securities of a particular series, and of
transfers of Securities or of Securities of such series. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

      Subject to Section 3.14, upon surrender for registration of transfer of
any Security of any series at the office or agency of the Company in a Place of
Payment for Securities of that series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Securities of like tenor of the same series, of
any authorized denominations and of a like aggregate principal amount.

      Subject to Section 3.14, at the option of the Holder, Securities of any
series maybe exchanged for other Securities of like tenor of the same series, of
any authorized denominations and of a like aggregate principal amount, upon
surrender of the Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.

      Notwithstanding anything to the contrary, Restricted Securities and
beneficial interests therein shall only be transferred in a transaction
registered under the Securities Act or pursuant to an applicable exemption
therefrom and only in accordance with Section 3.6.

      Upon the transfer, exchange or replacement of Securities not bearing a
Restricted Securities Legend, the Securities Registrar shall deliver Securities
that do not bear a Restricted Securities Legend. Upon the transfer, exchange or
replacement of Securities bearing a Restricted

                                       29
<PAGE>
Securities Legend, the Securities Registrar shall deliver only Securities that
bear a Restricted Securities Legend unless (i) such Securities are exchanged for
Exchange Securities (ii) such Securities are sold under an effective
registration statement or (iii) there is delivered to the Securities Registrar
an Opinion of Counsel to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act.

      In connection with the transfer or exchange of a Definitive IAI Security
for a beneficial interest in a Global Security, upon receipt by the Trustee of
such Definitive IAI Security, duly endorsed or accompanied by appropriate
instruments of transfer in accordance with Section 3.6(a), the Trustee shall
cancel such Definitive IAI Security and cause, or direct the Securities
Custodian to cause, in accordance with the standing instructions and procedures
existing between the Depositary and the Securities Custodian, the aggregate
principal amount of Securities represented by the applicable Global Security to
be increased accordingly. If no Global Securities are then outstanding, the
Company shall issue and the Trustee shall authenticate, upon written order of
the Company in the form of an Officers' Certificate, a new Global Security in
the appropriate principal amount. The Trustee shall deliver copies of each
certification and instruction received by it to the Depositary and, upon receipt
thereof, the Securities Custodian shall reflect on its books and records the
date and an increase in the principal amount of such Global Security in an
amount equal to the principal amount of the Definitive IAI Security so
transferred or exchanged.

      In connection with the exchange of a portion of a Definitive IAI Security
for a beneficial interest in a Global Security, the Trustee shall cancel such
Definitive IAI Security, and the Company shall execute, and the Trustee shall
authenticate and deliver, to the transferring Holder a new Definitive IAI
Security representing the principal amount not so transferred.

      The transfer and exchange of Global Securities or beneficial interests
therein shall be effected through the Depositary, in accordance with this
Indenture (including applicable restrictions or transfer set forth herein, if
any) and the procedures of the Depositary therefore. A transferor of a
beneficial interest in a Global Security shall deliver a written order given in
accordance with the Depositary's procedures containing information regarding the
participant account of the Depositary to be credited with a beneficial interest
in such Global Security or another Global Security and such account shall be
credited in accordance with such order with a beneficial interest in the
applicable Global Security and the account of the Person making the transfer
shall be debited by an amount equal to the beneficial interest in the Global
Security being transferred.

      If the proposed transfer is a transfer of a beneficial interest in one
Global Security which is a Restricted Security to a beneficial interest in
another Global Security which is a Restricted Security, the Registrar shall
reflect on its books and records the date and an increase in the principal
amount of the Global Security to which such interest is being transferred in an
amount of the Global Security to which such interest is being transferred in an
amount equal to the principal amount of the interest to be so transferred, and
the Registrar shall reflect on its books and records the date and a
corresponding decrease in the principal amount of Global Security from which
such interest is being transferred.

                                       30
<PAGE>
      Subject to the restrictions on transfer contained herein, if the proposed
transfer is a transfer of a beneficial interest in one Global Security which is
a Restricted Security to a beneficial interest in another Global Security which
is not a Restricted Security, the Registrar shall reflect on its books and
records the date and an increase in the principal amount of the Global Security
to which such interest is being transferred in an amount of the Global Security
to which such interest is being transferred in an amount equal to the principal
amount of the interest to be so transferred, and the Registrar shall reflect on
its books and records the date and a corresponding decrease in the principal
amount of Global Security from which such interest is being transferred. If no
Global Securities are then outstanding, the Company shall issue and the Trustee
shall authenticate, upon written order of the Company in the form of an
Officers' Certificate, a new Global Security in the appropriate principal
amount.

      If specified by the Company pursuant to Section 3.15 with respect to a
series of Securities in registered form, the Depositary for such series of
Securities may surrender a Global Security for such series of Securities in
exchange in whole or in part for Securities of such series of like tenor and
terms and in definitive form on such terms as are acceptable to the Company and
such Depositary. Thereupon the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge, (i) to each Person specified
by such Depositary a new Security or Securities of the same series, of like
tenor and terms and of any authorized denomination as requested by such Person
in aggregate principal amount equal to and in exchange for such Person's
beneficial interest in the Global Security; and (ii) to such Depositary a new
Global Security of like tenor and terms and in a denomination equal to the
difference, if any, between the principal amount of the surrendered Global
Security and the aggregate principal amount of Securities delivered to Holders
thereof.

      All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

      Every Security presented or surrendered for registration of transfer,
exchange or payment shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing.

      No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any applicable tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer.

      The Company shall not be required (i) to issue, register the transfer of
or exchange any Security of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of such series selected for redemption under Section 11.3 and ending
at the close of business on the day of such mailing or

                                       31
<PAGE>
(ii) to register the transfer of or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.

      The Trustee shall have no responsibility or obligation to any beneficial
owner of a Global Security, a member of, or a participant in, any Depositary or
other Person with respect to the accuracy of the records of any Depositary or
their nominees or of any participant or member thereof, with respect to any
ownership interest in the Securities or with respect to the delivery to any
participant, member, beneficial owner or other Person (other than the
Depositary) or any notice (including any notice of redemption) or the payment of
any amount or delivery of any Securities (or other security or property) under
or with respect to such Securities. All notices and communications to be given
to the Holders and all payments to be made to Holders in respect of the
Securities shall be given or made only to or upon the order of the registered
Holders (which shall be the Depositary or its nominees in the case of Global
Securities). The rights of beneficial owners in any Global Security shall be
exercised only through the Depositary subject to the Applicable Procedures. The
Trustee may conclusively rely and shall be fully protected in relying upon
information furnished by the Depositary with respect to its members,
participants and any beneficial owners.

      The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among, participants, members
or beneficial owners of the Depositary in any Global Security) other than to
require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by, the terms
of this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

SECTION 3.6 Additional Provisions Applicable to Transfer and Exchange of
Restricted Securities.

      (a) Notwithstanding any other provision of this Indenture, the following
provisions shall apply with respect to any proposed transfer of Rule 144A
Securities or Institutional Accredited Investor Securities prior to the date
which is two years after the later of the date of its original issue and the
last date on which the Company or any Affiliate of the Company was the owner of
such Securities (or any predecessor thereto) (the "Resale Restriction
Termination Date"):

            (i) a transfer of a Rule 144A Security or an IAI Security or a
      beneficial interest therein to a QIB shall be made upon the representation
      of the transferee, in the form of an assignment on the reverse of the
      certificate, that it is purchasing the Security for its own account or an
      account with respect to which it exercises sole investment discretion and
      that it and any such account is a QIB within the meaning of Rule 144A, and
      is aware that the sale to it is being made in reliance on Rule 144A and
      acknowledges that it has received such information regarding the Company
      as such transferee has requested pursuant to Rule 144A or has determined
      not to request such information and that it is aware that the transferor
      is relying upon its foregoing representations in order to claim the
      exemption from registration provided by Rule 144A;

                                       32
<PAGE>
            (ii) a transfer of a Rule 144A Security or an IAI Security or a
      beneficial interest therein to an IAI shall be made upon receipt by the
      Trustee or its agent of a certificate substantially in the form set forth
      in Section 3.7 from the proposed transferee and, if requested by the
      Company or the Trustee, the delivery of an opinion of counsel,
      certification and/or other information satisfactory to each of them; and

            (iii) a transfer of a Rule 144A Security or an IAI Security or a
      beneficial interest therein to a Non-U.S. Person shall be made upon
      receipt by the Trustee or its agent of a certificate substantially in the
      form set forth in Section 3.8 from the proposed transferor and, if
      requested by the Company or the Trustee, the delivery of an opinion of
      counsel, certification and/or other information satisfactory to each of
      them.

      (b) Notwithstanding any other provision of this Indenture, the following
provisions shall apply with respect to any proposed transfer of a Regulation S
Security prior to the expiration of the Regulation S Restricted Period:

            (i) a transfer of a Regulation S Security or a beneficial interest
      therein to a QIB shall be made upon the representation of the transferee,
      in the form of assignment on the reverse of the certificate, that it is
      purchasing the Security for its own account or an account with respect to
      which it exercises sole investment discretion and that it and any such
      account is a QIB within the meaning of Rule 144A, and is aware that the
      sale to it is being made in reliance on Rule 144A and acknowledges that it
      has received such information regarding the Company as such transferee has
      requested pursuant to Rule 144A or has determined not to request such
      information and that it is aware that the transferor is relying upon its
      foregoing representations in order to claim the exemption from
      registration provided by Rule 144A;

            (ii) a transfer of a Regulation S Security or a beneficial interest
      therein to an IAI shall be made upon receipt by the Trustee or its agent
      of a certificate substantially in the form set forth in Section 3.7 from
      the proposed transferee and, if requested by the Company or the Trustee,
      the delivery of an opinion of counsel, certification and/or other
      information satisfactory to each of them; and

            (iii) a transfer of a Regulation S Security or a beneficial interest
      therein to a Non-U.S. Person shall be made upon receipt by the Trustee or
      its agent of a certificate substantially in the form set forth in Section
      3.8 hereof from the proposed transferor and, if requested by the Company
      or the Trustee, receipt by the Trustee or its agent of an opinion of
      counsel, certification and/or other information satisfactory to each of
      them.

      After the expiration of the Regulation S Restricted Period, interests in a
Regulation S Security may be transferred without requiring the certification set
forth in Section 3.7, Section 3.8 or any additional certification.

      (c) The Company shall deliver to the Trustee an Officer's Certificate
setting forth the Resale Restriction Termination Date and the Regulation S
Restricted Period.

      The Securities Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.2 or this Section
3.6. The Company shall have

                                       33
<PAGE>
the right to inspect and make copies of all such letters, notices or other
written communications at any reasonable time upon the giving of reasonable
written notice to the Securities Registrar.

SECTION 3.7 Form of Certificate to be Delivered in Connection with Transfers to
Institutional Accredited Investors.

               [Date]

[Trustee]
Attention:  Corporate Trust Services Division

Dear Sirs:

      This certificate is delivered to request a transfer of $______ principal
amount of the ___________ Notes due 20__ (the "Securities") of Travelers
Property Casualty Corp. (the "Company").

      Upon transfer, the Securities would be registered in the name of the new
beneficial owner as follows:

               Name: ___________________________________

               Address: ________________________________

               Taxpayer ID Number: _____________________

               The undersigned represents and warrants to you that:

      1. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
"Securities Act")) purchasing for our own account or for the account of such an
institutional "accredited investor" at least $250,000 principal amount of the
Securities, and we are acquiring the Securities not with a view to, or for offer
or sale in connection with, any distribution in violation of the Securities Act.
We have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risk of our investment in the Securities
and we invest in or purchase securities similar to the Securities in the normal
course of our business. We and any accounts for which we are acting are each
able to bear the economic risk of our or its investment.

      2. We understand that the Securities have not been registered under the
Securities Act and, unless so registered, may not be sold except as permitted in
the following sentence. We agree on our own behalf and on behalf of any investor
account for which we are purchasing Securities to offer, sell or otherwise
transfer such Securities prior to the date which is two years after the later of
the date of original issue and the last date on which the Company or any
affiliate of the Company was the owner of such Securities (or any predecessor
thereto) (the "Resale Restriction Termination Date") only (a) to the Company,
(b) pursuant to a registration statement which has been declared effective under
the Securities Act, (c) in a transaction complying with the requirements of Rule
144A under the Securities Act, to a person we reasonably believe is a qualified
institutional buyer under Rule 144A (a "QIB") that purchases

                                       34
<PAGE>
for its own account or for the account of a QIB and to whom notice is given that
the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and
sales that occur outside the United States within the meaning of Regulation S
under the Securities Act, (e) to an institutional "accredited investor" within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is
purchasing for its own account or for the account of such an institutional
"accredited investor," in each case in a minimum principal amount of Securities
of $250,000 or (f) pursuant to any other available exemption from the
registration requirements of the Securities Act, subject in each of the
foregoing cases to any requirement of law that the disposition of our property
or the property of such investor account or accounts be at all times within our
or their control and in compliance with any applicable state securities laws.
The foregoing restrictions on resale will not apply subsequent to the Resale
Restriction Termination Date. If any resale or other transfer of the Securities
is proposed to be made pursuant to clause (e) above prior to the Resale
Restriction Termination Date, the transferor shall deliver a letter from the
transferee substantially in the form of this letter to the Company and the
Trustee, which shall provide, among other things, that the transferee is an
institutional "accredited investor" (within the meaning of Rule 501(a)(1), (2),
(3) or (7) under the Securities Act) and that it is acquiring such Securities
for investment purposes and not for distribution in violation of the Securities
Act. Each purchaser acknowledges that the Company and the Trustee reserve the
right prior to any offer, sale or other transfer prior to the Resale Termination
Date of the Securities pursuant to clauses (d), (e) or (f) above to require the
delivery of an opinion of counsel, certifications and/or other information
satisfactory to the Company and the Trustee.

                                            TRANSFEREE:_________________________

                                            BY__________________________________

                                            Signature Medallion Guaranteed

SECTION 3.8 Form of Certificate to be Delivered in Connection with Transfers
Pursuant to Regulation S.

               [Date]

[Trustee]
Attention:  Corporate Trust Services Division

               Re:    Travelers Property Casualty Corp.
                      Notes due 20 (the "Securities")
                      -------------------------------

Ladies and Gentlemen:

      In connection with our proposed sale of $________ aggregate principal
amount of the Securities, we confirm that such sale has been effected pursuant
to and in accordance with Regulation S under the United States Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

                                       35
<PAGE>
      (1)   the offer of the Securities was not made to a person in the United
            States;

      (2)   either (i) at the time the buy order was originated, the transferee
            was outside the United States or we and any person acting on our
            behalf reasonably believed that the transferee was outside the
            United States or (ii) the transaction was executed in, on or through
            the facilities of a designated offshore securities market and
            neither we nor any person acting on our behalf knows that the
            transaction has been pre-arranged with a buyer in the United States;

      (3)   no directed selling efforts have been made in the United States in
            contravention of the requirements of Rule 903(b) or Rule 904(b) of
            Regulation S, as applicable; and

      (4)   the transaction is not part of a plan or scheme to evade the
            registration requirements of the Securities Act.

      In addition, if the sale is being made during a distribution compliance
period, we represent that the sale is not being made to a United States person
or for the account or benefit of a United States person.

      You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

               Very truly yours,

               [Name of Transferor]



               By:____________________________

               -------------------------------
               Authorized Signature               Signature Medallion Guaranteed



SECTION 3.9 Mutilated, Destroyed, Lost and Stolen Securities.

      If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange and
substitution therefor and upon cancellation thereof a new Security of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

      If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as

                                       36
<PAGE>
may be satisfactory to them, in their discretion, to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a bona fide purchaser,
the Company shall execute and upon its written request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

      In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable or has been called for redemption pursuant
to Section 11.4, the Company in its discretion may, instead of issuing a new
Security, pay such Security.

      Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

      Every new Security of any series issued pursuant to this Section in lieu
of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

      All Securities shall be held and owned upon the express condition that the
provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities.

SECTION 3.10 Payment of Interest; Interest Rights Preserved.

      Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.

      Unless otherwise provided or contemplated by Section 3.1, interest, if
any, payable on any Interest Payment Date with respect to a permanent Global
Security will be paid to each of Euroclear and Clearstream with respect to that
portion of such permanent Global Security held for its account by the
Depositary. Each of Euroclear and Clearstream will in such circumstances credit
the interest received by it in respect of such permanent Global Security to the
accounts of the beneficial owners thereof.

      Interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:


                                       37
<PAGE>
      (1) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security of such series
and the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of Securities of such series
at his address as it appears in the Security Register, not less than 10 days
prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2).

      (2) The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may be listed,
and upon such notice as may be required by such exchange, if, after written
notice given by the Company to the Trustee of the proposed payment pursuant to
this Clause, such manner of payment shall be deemed practicable by the Trustee
in its sole discretion.

      Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

      For the purposes of determining the Holders who are entitled to
participate in any distribution on the Securities in respect of which a Regular
Record Date or a Special Record Date is not otherwise provided for in this
Indenture, or for the purpose of any other action (unless provided for pursuant
to Section 3.1), the Company may from time to time fix a date, not more than 90
days prior to the date of the payment of distribution or other action, as the
case may be, as a record date for the determination of the identity of the
Holders of record for such purposes.


                                       38
<PAGE>
SECTION 3.11 Persons Deemed Owners.

      The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name any Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Section 3.10) interest on such Security and for all other
purposes whatsoever, whether or not such Security shall be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

SECTION 3.12 Cancellation.

      All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. Unless otherwise directed by a Company Order, delivery of
which must be delivered in a timely manner to prevent such destruction, all
cancelled Securities held by the Trustee shall be disposed of by the Trustee in
accordance with its procedures for the disposition of cancelled securities as in
effect on the date of such disposition, and the Trustee shall deliver a
certificate of such disposition to the Company. Notwithstanding the foregoing,
the Company may not issue new Securities to replace Securities that it has paid,
redeemed or repurchased or that have been delivered to the Trustee for
cancellation or that any Holder of Securities has submitted for redemption
pursuant to Article IX hereof. Global Securities shall not be disposed of until
exchanged in full for definitive Securities or until payment thereon is made in
full.

SECTION 3.13 Interest.

      (a) Each Security will bear interest at the rate established for the
series of Securities of which such Security is a part pursuant to Section 3.1
(the "Interest Rate") from and including the original date of issuance of such
Security until the principal thereof becomes due and payable, and on any overdue
principal and (to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the Interest Rate,
compounded and payable on the payment dates established for the series of
Securities of which such Security is a part pursuant to Section 3.1 (each, an
"Interest Payment Date") commencing on the date established for the series of
Securities of which such Security is a part pursuant to Section 3.1, to the
Person in whose name such Security or any Predecessor Security is registered, at
the close of business on the Regular Record Date for such interest installment.

      (b) The amount of interest payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months and will include the first day
but exclude the last day of such period. Except as provided in the following
sentence, the amount of interest payable for any period shorter than a full
period for which interest is computed will be computed on the basis of the
actual number of days elapsed in each 30-day month. In the event that any

                                       39
<PAGE>
date on which interest is payable on the Securities of any series is not a
Business Day, then payment of interest payable on such date will be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date.

SECTION 3.14 Form and Payment.

      Except as provided in Section 3.15, the Securities of each series shall be
issued in fully registered certificated form without interest coupons. Except as
provided in Section 3.1, principal and interest on the Securities issued in
certificated form will be payable, the transfer of such Securities will be
registrable, and such Securities will be exchangeable, for Securities of the
same series bearing identical terms and provisions at the office or agency of
the Trustee; provided, however, that payment of interest may be made at the
option of the Company (1) by check mailed to the Holders of such Securities at
such address as shall appear in the Security Register or (2) by wire transfer of
immediately available funds to the accounts specified by the Holders thereof.
Payments in respect of Securities represented by a Global Security (including
principal, premium and interest) will be made by wire transfer of immediately
available funds to the accounts specified by the Depositary.

SECTION 3.15 Global Securities.

            (a) (i) Except as otherwise provided in accordance with Section 3.1,
      the Securities shall be issued in the form of one or more permanent global
      securities in definitive, fully registered form without interest coupons
      (each, a "Global Security"). Any Global Security shall be deposited on
      behalf of the purchasers of the Securities represented thereby with the
      Trustee as custodian for the Depositary, and registered in the name of the
      Depositary or a nominee of the Depositary for the accounts of participants
      in the Depositary, duly executed by the Company and authenticated by the
      Trustee as hereinafter provided. The aggregate principal amount of a
      Global Security may from time to time be increased or decreased by
      adjustments made on the records of the Trustee and the Depositary or its
      nominee as hereinafter provided. This Section 3.15(a) shall apply only to
      a Global Security deposited with or on behalf of the Depositary;

            (ii) the Company shall execute and the Trustee shall, in accordance
      with this Section 3.15(a) and the written order of the Company,
      authenticate and deliver initially one or more Global Securities that (i)
      shall be registered in the name of Cede & Co. or other nominee of such
      Depositary and (ii) shall be delivered by the Trustee to such Depositary
      or pursuant to such Depositary's instructions or held by the Trustee as
      custodian for the Depositary pursuant to a FAST Balance Certificate
      Agreement between the Depositary and the Trustee; and

            (iii) members of, or participants in, the Depositary ("Agent
      Members") shall have no rights under this Indenture with respect to any
      Global Security held on their behalf by the Depositary or by the Trustee
      as the custodian of the Depositary or under such Global Security, and the
      Depositary may be treated by the Company, the Trustee

                                       40
<PAGE>
      and any agent of the Company or the Trustee as the absolute owner of such
      Global Security for all purposes whatsoever. Notwithstanding the
      foregoing, nothing herein shall prevent the Company, the Trustee or any
      agent of the Company or the Trustee from giving effect to any written
      certification, proxy or other authorization furnished by the Depositary or
      impair, as between the Depositary and its Agent Members, the operation of
      customary practices of such Depositary governing the exercise of the
      rights of a holder of a beneficial interest in any Global Security.

      (b) A Global Security may be transferred, in whole but not in part, only
to another nominee of the Depositary, or to a successor Depositary selected or
approved by the Company or to a nominee of such successor Depositary.

      (c) If at any time the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for any series of Securities or if
at any time the Depositary for such series shall no longer be registered or in
good standing under the Exchange Act, or other applicable statute or regulation,
and a successor Depositary for such series is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
condition, as the case may be, the Company will execute, and, subject to this
Article III, the Trustee, upon written notice from the Company, will
authenticate and deliver the Securities of such series in definitive registered
form without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security in exchange for such
Global Security. In addition, the Company may at any time determine that some or
all of the Securities of any series shall no longer be represented by a Global
Security. In such event the Company will execute, and subject to Section 3.5,
the Trustee, upon receipt of an Officers' Certificate evidencing such
determination by the Company, will authenticate and deliver the Securities of
such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security for such series so selected in exchange for such
Global Security. Upon the exchange of the Global Security for such Securities in
definitive registered form without coupons, in authorized denominations, the
Global Security shall be cancelled by the Trustee. Such Securities in definitive
registered form issued in exchange for the Global Security shall be registered
in such names and in such authorized denominations as the Depositary, pursuant
to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the
Depositary, for delivery to the Persons in whose names such Securities are so
registered.

SECTION 3.16 CUSIP Numbers.

      The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the "CUSIP" numbers.

                                       41
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                                   ARTICLE IV

                     SATISFACTION AND DISCHARGE; DEFEASANCE

SECTION 4.1 Satisfaction and Discharge of Indenture.

      This Indenture shall upon Company Request cease to be of further effect
with respect to Securities of any series (except as to any surviving rights of
registration of transfer or exchange of Securities herein expressly provided
for), and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when

      (1) either

            (A) all Securities of such series theretofore authenticated and
      delivered (other than (i) Securities which have been destroyed, lost or
      stolen and which have been replaced or paid as provided in Section 3.9 and
      (ii) Securities for whose payment money has theretofore been deposited in
      trust or segregated and held in trust by the Company and thereafter repaid
      to the Company or discharged from such trust, as provided in Section 10.4)
      have been delivered to the Trustee for cancellation; or

            (B) all such Securities of such series not theretofore delivered to
      the Trustee for cancellation

                  (i) have become due and payable, or

                  (ii) will become due and payable at their Stated Maturity
            within one year, or

                  (iii) are to be called for redemption within one year under
            arrangements satisfactory to the Trustee for the giving of notice of
            redemption by the Trustee in the name, and at the expense, of the
            Company, and the Company, in the case of (i), (ii) or (iii) above,
            has deposited or caused to be deposited with the Trustee as trust
            funds in trust for the purpose an amount of money in U.S. dollars
            sufficient, or U.S. Government Obligations, the principal of and
            interest on which when due, will be sufficient or a combination
            thereof, sufficient in the opinion of a nationally recognized firm
            of independent public accountants expressed in a written
            certification thereof delivered to the Trustee to pay and discharge
            the entire indebtedness on such Securities of that series not
            theretofore delivered to the Trustee for cancellation, for principal
            (and premium, if any) and interest to the date of such deposit (in
            the case of Securities which have become due and payable) or to the
            Stated Maturity or Redemption Date, as the case may be;

      (2) the Company has paid or caused to be paid all other sums payable
hereunder with respect to such series by the Company; and

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<PAGE>
      (3) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have
been complied with.

      Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7, the obligations of
the Trustee to any Authenticating Agent under Section 6.14, and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.2 and the last
paragraph of Section 10.4 shall survive.

SECTION 4.2 Defeasance and Discharge.

      The following provisions shall apply to the Securities of each series
unless specifically otherwise provided in a Board Resolution, Officers'
Certificate or indenture supplemental hereto provided pursuant to Section 3.1.
In addition to discharge of this Indenture pursuant to Sections 4.1 and 4.3, in
the case of any series of Securities with respect to which an amount sufficient
to pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal (and premium, if any)
and interest, as certified pursuant to subparagraph (a) of Section 4.4 can be
determined at the time of making the deposit referred to in such subparagraph
(a), the Company shall be deemed to have paid and discharged the entire
indebtedness on all the Securities of such a series as provided in this Section
on and after the date the conditions set forth in Section 4.4 are satisfied, and
the provisions of this Indenture with respect to the Securities of such series
shall no longer be in effect (except as to (i) rights of registration of
transfer and exchange of Securities of such series, (ii) substitution of
mutilated, defaced, destroyed, lost or stolen Securities of such series, (iii)
rights of Holders of Securities of such series to receive, solely from the trust
fund described in subparagraph (a) of Section 4.4, payments of principal thereof
and interest, if any, thereon upon the original stated due dates therefor (but
not upon acceleration), and remaining rights of the Holders of Securities of
such series to receive mandatory sinking fund payments, if any, (iv) the rights,
obligations, duties and immunities of the Trustee hereunder, (v) this Section
4.2 and (vi) the rights of the Holders of Securities of such series as
beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them) (hereinafter called "Defeasance"), and the
Trustee at the cost and expense of the Company, shall execute proper instruments
acknowledging the same.

SECTION 4.3 Covenant Defeasance.

      In the case of any series of Securities with respect to which an amount
sufficient to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal (and
premium, if any) and interest, as certified pursuant to subparagraph (a) of
Section 4.4 can be determined at the time of making the deposit referred to in
such subparagraph (a), (i) the Company shall be released from its obligations
under any covenants specified in or pursuant to this Indenture (except as to (A)
rights of registration of transfer and exchange of Securities of such series,
(B) substitution for mutilated, defaced, destroyed, lost or stolen Securities of
such series, (C) rights of Holders of Securities of such series to receive, from
the Company pursuant to Section 10.1, payments of principal thereof and
interest, if any, thereon upon the original stated due dates therefor (but not
upon acceleration),

                                       43
<PAGE>
(D) rights of Holders of Securities of such series to receive mandatory sinking
fund payments, if any, (E) the rights, obligations, duties and immunities of the
Trustee hereunder, and (F) the rights of the Holders of Securities of such
series as beneficiaries hereof with respect to the property so deposited with
the Trustee payable to all or any of them, including any additional covenants
applicable to such series of Securities specified in accordance with Section
3.1, and (ii) the occurrence of any event specified in Sections 5.1(4) (with
respect to any of the covenants specified in or pursuant to this Indenture) and
5.1(7) shall be deemed not to be or result in an Event of Default, in each case
with respect to the Outstanding Securities of such series as provided in this
Section on and after the date the conditions set forth in Section 4.4 are
satisfied (hereinafter called "Covenant Defeasance"), and the Trustee, at the
cost and expense of the Company, shall execute proper instruments acknowledging
the same. For this purpose, such Covenant Defeasance means that the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant (to the extent so
specified in the case of Section 5.1(4)), whether directly or indirectly by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any other
document, but the remainder of this Indenture and the Securities of such series
shall be unaffected thereby.

SECTION 4.4 Conditions to Defeasance or Covenant Defeasance.

      The following shall be the conditions to application of either Section 4.2
or 4.3 to the Outstanding Securities of any series:

      (a) with reference to Section 4.2 or 4.3, the Company has irrevocably
deposited or caused to be irrevocably deposited with the Trustee as funds in
trust, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of Securities of such series (i) cash in an amount, or
(ii) direct obligations of the United States of America, backed by its full
faith and credit ("U.S. Government Obligations"), maturing as to principal and
interest, if any, at such times and in such amounts as will insure the
availability of cash, or (iii) a combination thereof, in each case sufficient,
in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge (A) the principal of and interest, if any, on all Securities of
such series on each date that such principal or interest, if any, is due and
payable and (B) any mandatory sinking fund payments on the dates on which such
payments are due and payable in accordance with the terms of this Indenture and
the Securities of such series;

      (b) in the case of Defeasance under Section 4.2, the Company has delivered
to the Trustee an Opinion of Counsel based on the fact that (x) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (y), since the date hereof, there has been a change in the applicable
United States federal income tax law, in either case to the effect that, and
such opinion shall confirm that, the Holders of the Securities of such series
will not recognize income, gain or loss for United States federal income tax
purposes as a result of such deposit, Defeasance and discharge and will be
subject to United States federal income tax on the same amount and in the same
manner and at the same times, as would have been the case if such deposit,
Defeasance and discharge had not occurred;

                                       44
<PAGE>
      (c) in the case of Covenant Defeasance under Section 4.3, the Company has
delivered to the Trustee an Opinion of Counsel to the effect that, and such
opinion shall confirm that, the Holders of the Securities of such series will
not recognize income, gain or loss for United States federal income tax purposes
as a result of such deposit and Covenant Defeasance and will be subject to
United States federal income tax on the same amount and in the same manner and
at the same times, as would have been the case if such deposit and Covenant
Defeasance had not occurred;

      (d) such Defeasance or Covenant Defeasance will not result in a breach or
violation of, or constitute a default under, any agreement or instrument to
which the Company is a party or by which it is bound; and

      (e) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent contemplated by this provision have been complied with.

SECTION 4.5 Application of Trust Money.

      Subject to the provisions of the last paragraph of Section 10.4, all money
and U.S. Government Obligations deposited with the Trustee pursuant to Sections
4.1 or 4.4 shall be held in trust, and such money and all money from such U.S.
Government Obligations shall be applied by it, in accordance with the provisions
of the Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money and U.S. Government
Obligations has been deposited with the Trustee.

SECTION 4.6 Indemnity for U.S. Government Obligations.

      The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Sections 4.1 or 4.4 or the principal or interest received
in respect of such obligations other than any such tax, fee or other charge that
by law is for the account of the Holders of Outstanding Securities.

                                   ARTICLE V

                                    REMEDIES

SECTION 5.1 Events of Default.

      "Event of Default," wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) unless
it is either inapplicable to a particular series or it is specifically deleted
or modified in an indenture supplemental hereto, if any, under which such series
of Securities is issued:

                                       45
<PAGE>
      (1) default in the payment of interest upon any Security of that series
when it becomes due and payable, and continuance of such default for a period of
30 days; or

      (2) default in the payment of the principal of (or premium, if any, on)
any Security of that series at its Stated Maturity; or

      (3) default in the deposit of any sinking fund payment when and as due by
the terms of a Security of that series, and the continuance of such default for
a period of 30 days; or

      (4) default in the performance, or breach, of any covenant or agreement of
the Company in this Indenture (other than a covenant or agreement a default in
whose performance or whose breach is elsewhere in this Section specifically
dealt with or which has expressly been included in this Indenture solely for the
benefit of Securities of any series other than that series), and continuance of
such default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a
"Notice of Default" hereunder; or

      (5) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 90 consecutive days; or

      (6) the commencement by the Company of a voluntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by it to the entry of a decree or order
for relief in respect of the Company in an involuntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State law, or
the consent by it to the filing of such petition or to the appointment of or
taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or similar official of the Company or of any substantial part of
its property, or the making by it of an assignment for the benefit of creditors,
or the admission by it in writing of its inability to pay its debts generally as
they become due, or the taking of corporate action by the Company in furtherance
of any such action; or

                                       46
<PAGE>
      (7) any other Event of Default provided with respect to Securities of that
series as provided in a supplemental indenture, Board Resolution or Officers'
Certificate applicable to such series of Securities.

SECTION 5.2 Acceleration of Maturity; Rescission and Annulment.

      If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee,
if the Trustee has actual knowledge thereof, or the Holders of not less than 25%
in aggregate principal amount of the Outstanding Securities of that series may,
but shall not be obligated to, declare the principal amount of and interest on
all of the Securities of that series to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by the Holders),
and upon any such declaration such principal amount and interest (or specified
amount) shall become immediately due and payable.

      At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of Securities representing a majority in principal
amount of the Outstanding Securities of that series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if:

      (1) the Company has paid or deposited with the Trustee a sum sufficient to
pay

            (A) all overdue interest on all Securities of that series;

            (B) the principal of (and premium, if any, on) any Securities of
      that series which has become due otherwise than by such declaration of
      acceleration and interest thereon at the rate or rates prescribed therefor
      in such Securities;

            (C) all overdue sinking fund payments with respect to Securities of
      that series and interest thereon at the rate or rates prescribed therefor
      in such Securities;

            (D) to the extent that payment of such interest is lawful, interest
      upon overdue interest at the rate or rates prescribed therefor in such
      Securities; and

            (E) all sums paid or advanced by the Trustee hereunder and the
      reasonable compensation, expenses, disbursements and advances of the
      Trustee, its agents and counsel (including reasonable legal fees and
      expenses);

and

      (2) all Events of Default with respect to Securities of that series, other
than the non-payment of the principal of Securities of that series which have
become due solely by such declaration of acceleration, have been cured or waived
as provided in Section 5.13.

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<PAGE>
No such rescission shall affect any subsequent default or Event of Default or
impair any right consequent thereon.

SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.

            The Company covenants that if:

            (1) default is made in the payment of any interest on any Security
      when such interest becomes due and payable and such default continues for
      a period of 30 days;

            (2) default is made in the payment of the principal of (or premium,
      if any, on) any Security at the Stated Maturity thereof; or

            (3) default is made in the deposit of any sinking fund payment when
      and as due by the terms of a Security of any series and such default
      continues for a period of 30 days;

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities then Outstanding, the whole amount then due and
payable on such Securities for principal (and premium, if any) and interest and
for any sinking fund payment and, to the extent that payment of such interest
shall be legally enforceable, interest on any overdue principal (and premium, if
any), on any overdue interest and on any overdue sinking fund payment, at the
rate or rates prescribed therefor in such Securities, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

      If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due unpaid, may, in its
discretion, prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities
of such series and collect the monies adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon such Securities, wherever situated.

      If an Event of Default, of which a Responsible Officer of the Trustee has
actual knowledge, with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

SECTION 5.4 Trustee May File Proofs of Claim.

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of any of the

                                       48
<PAGE>
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal or interest or any sinking
fund payment) shall be entitled and empowered, by intervention in such
proceeding or otherwise:

            (i) to file and prove a claim for the whole amount of principal (and
      premium, if any) and interest and sinking fund payments owing and unpaid
      in respect of the Securities and to file such other papers or documents as
      may be necessary or advisable in order to have the claims of the Trustee
      (including any claim for the reasonable compensation, expenses,
      disbursements and advances of the Trustee, its agents and counsel) and of
      the Holders allowed in such judicial proceeding, and

            (ii) to collect and receive any monies or other property payable or
      deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.7.

      Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of an Holder in any such proceeding.

SECTION 5.5 Trustee May Enforce Claims Without Possession of Securities.

      All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

SECTION 5.6 Application of Money Collected.

      Any money collected by the Trustee with respect to a series of Securities
pursuant to this Article shall be applied in the following order, at the date or
dates fixed by the Trustee and, in case of the distribution of such money on
account of principal (or premium, if any), interest or sinking fund payments,
upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

      FIRST: To the payment of all amounts due the Trustee under Section 6.7;
and

                                       49
<PAGE>
      SECOND: To the payment of the amounts then due and unpaid for principal of
(and premium, if any), and interest on, and sinking fund payments with respect
to, the Securities in respect of which or for the benefit of which such money
has been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Securities for principal (and
premium, it any), and interest and sinking fund payments, respectively.

      Any surplus remaining shall be paid to the Company or to such other
persons as shall be entitled to receive it.

SECTION 5.7 Limitation on Suits.

      No Holder of any Security of any series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder, in
each case with respect to an Event of Default with respect to such series of
Securities, unless

            (1) such Holder has previously given written notice to the Trustee
      of the happening of one or more Events of Default with respect to the
      Securities of that series;

            (2) the Holders of not less than 25% in principal amount of the
      Outstanding Securities of that series shall have made written request to
      the Trustee to institute proceedings in respect of such Event of Default
      in its own name as Trustee hereunder;

            (3) such Holder or Holders have offered to the Trustee indemnity,
      reasonably satisfactory to the Trustee, against the costs, expenses
      (including reasonable legal fees and expenses) and liabilities to be
      incurred in compliance with such request;

            (4) the Trustee for 60 days after its receipt of such notice,
      request and offer of indemnity has failed to institute any such
      proceeding; and

            (5) no direction inconsistent with such written request has been
      given to the Trustee during such 60-day period by the Holders of a
      majority in principal amount of all Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

SECTION 5.8 Unconditional Right of Holders to Receive Principal, Premium and
Interest.

      Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Section 3.10)
interest on such Security on the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

                                       50
<PAGE>
SECTION 5.9 Restoration of Rights and Remedies.

      If the Trustee or any Holder of any Security has instituted any proceeding
to enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

SECTION 5.10 Rights and Remedies Cumulative.

      Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
3.9, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 5.11 Delay or Omission Not Waiver.

      No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

SECTION 5.12 Control by Holders.

      The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that:

            (1) such direction shall not be in conflict with any rule of law or
      with this Indenture; and

            (2) the Trustee may take any other action deemed proper by the
      Trustee which is not inconsistent with such direction.

SECTION 5.13 Waiver of Past Defaults.

      The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive

                                       51
<PAGE>
any past default hereunder with respect to the Securities of such series and its
consequences, except a default:

            (1) in the payment of the principal of (or premium, if any), or
      interest on, any Security of such series, or in the payment of any sinking
      fund installment with respect to the Securities; or

            (2) in respect of a covenant or provision hereof which under Article
      IX cannot be modified or amended without the consent of the Holder of each
      Outstanding Security of such series affected.

      Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon.

SECTION 5.14 Undertaking for Costs.

      All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of (or premium,
if any) or interest on any Security on or after the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date).

                                   ARTICLE VI

                                   THE TRUSTEE

SECTION 6.1 Certain Duties and Responsibilities.

            (a) Except during the continuance of an Event of Default:

            (1) the Trustee undertakes to perform such duties and only such
      duties as are specifically set forth in this Indenture, and no implied
      covenants or obligations shall be read into this Indenture against the
      Trustee; and

            (2) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements

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<PAGE>
      of this Indenture; but in the case of any such certificates or opinions
      which by any provision hereof are specifically required to be furnished to
      the Trustee, the Trustee shall be under a duty to examine the same to
      determine whether or not they conform to the requirements of this
      Indenture.

      (b) In case an Event of Default with respect to any series of Securities,
of which a Responsible Officer of the Trustee has actual knowledge, has occurred
and is continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.

      (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:

            (1) this subsection shall not be construed to limit the effect of
      subsection (a) of this Section;

            (2) the Trustee shall not be liable for any error of judgment made
      in good faith by a Responsible Officer, unless it shall be proved that the
      Trustee was negligent in ascertaining the pertinent facts;

            (3) the Trustee shall not be liable with respect to any action taken
      or omitted to be taken by it in good faith in accordance with the
      direction of the Holders of a majority in principal amount of the
      Outstanding Securities of any series determined as provided in Section
      5.12, relating to the time, method and place of conducting any proceeding
      for any remedy available to the Trustee, or exercising any trust or power
      conferred upon the Trustee, under this Indenture with respect to the
      Securities of such series; and

            (4) no provision of this Indenture shall require the Trustee to
      expend or risk its own funds or otherwise incur any personal financial
      liability in the performance of any of its duties hereunder, or in the
      exercise of any of its rights or powers.

      (d) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

SECTION 6.2 Notice of Defaults.

      Within 90 days after the occurrence of any default hereunder with respect
to Securities of any series, the Trustee shall transmit by mail to all Holders
of Securities of such series, as their names and addresses appear in the
Security Register, notice of such default hereunder actually known to a
Responsible Officer of the Trustee or for which the Trustee has received written
notice of the event constituting such default at its Corporate Trust Office,
unless such default shall have been cured or waived; provided that, except in
the case of a default in the payment of the principal of (or premium, if any) or
interest on any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee

                                       53
<PAGE>
shall be protected in withholding such notice if and so long as a Responsible
Officer of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders of Securities of such series; and
provided, further, that in the case of any default of the character specified in
Section 5.1(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof. For
the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

SECTION 6.3 Certain Rights of Trustee.

      Subject to the provisions of Section 6.1:

      (a) the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

      (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order, and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

      (c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officers' Certificate;

      (d) the Trustee may consult with counsel of its selection and the written
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

      (e) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders pursuant to this Indenture, unless such Holders shall have offered
to the Trustee security or indemnity, reasonably satisfactory to it, against the
costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction;

      (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney;
and

      (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents, attorneys,
custodians or nominees

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<PAGE>
and the Trustee shall not be responsible for any misconduct or negligence on the
part of any agent, attorney, custodian or nominee appointed with due care by it
hereunder.

      (h) the rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder;
and

      (i) the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

SECTION 6.4 Not Responsible for Recitals or Issuance of Securities.

      The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee or any Authenticating Agent assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.

SECTION 6.5 May Hold Securities.

      The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
6.8 and 6.13, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

SECTION 6.6 Money Held in Trust.

      Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.

SECTION 6.7 Compensation and Reimbursement.

               The Company agrees:

            (1) to pay to the Trustee from time to time such reasonable
      compensation for all services rendered by it hereunder as the Company and
      the Trustee shall from time to time agree in writing (which compensation
      shall not be limited by any provision of law in regard to the compensation
      of a trustee of an express trust);

            (2) except as otherwise expressly provided herein, to reimburse the
      Trustee upon its request for all reasonable expenses, disbursements and
      advances incurred or

                                       55
<PAGE>
      made by the Trustee in accordance with any provision of this Indenture
      (including the reasonable compensation and the expenses and disbursements
      of its agents, nominees, custodians and counsel), except any such expense,
      disbursement or advance as may be attributable to its negligence or bad
      faith; and

            (3) to indemnify the Trustee and any predecessor Trustee, their
      officers, directors, employees and agents for, and to hold them harmless
      against, any loss, liability or expense incurred without negligence or bad
      faith on its part, arising out of or in connection with the acceptance or
      administration of the trust or trusts hereunder, including the costs and
      expenses of defending themselves against any claim or liability (whether
      asserted by the Company, any Holder or any other person) in connection
      with the exercise or performance of any of their powers or duties
      hereunder.

      As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of Holders of particular Securities. The obligations of
the Company under this Section shall survive the satisfaction and discharge of
this indenture.

      When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.1(5) or Section 5.1(6), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

SECTION 6.8 Disqualification; Conflicting Interests.

      (a) If the Trustee has or shall acquire any conflicting interest within
the meaning of the Trust Indenture Act with respect to the Securities of any
series, it shall, within 90 days after a Responsible Officer of the Trustee
ascertains that it has such conflicting interest, either eliminate such
conflicting interest or resign with respect to the Securities of that series in
the manner provided by, and subject to the provisions of the Trust Indenture Act
and this Indenture.

SECTION 6.9 Corporate Trustee Required; Eligibility.

      There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, in good standing and
having an office in The Borough of Manhattan, the City of New York, which is
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by Federal or State authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervision or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the

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<PAGE>
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

SECTION 6.10 Resignation and Removal; Appointment of Successor.

      (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

      (b) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may, at the Company's expense,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

      (c) The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.

      (d) If at any time:

            (1) the Trustee shall fail to comply with Section 6.8 after written
      request therefor by the Company or by any Holder who has been a bona fide
      Holder of a Security for at least six months, or

            (2) the Trustee shall cease to be eligible under Section 6.9 and
      shall fail to resign after written request therefor by the Company or by
      any such Holder, or

            (3) the Trustee shall become incapable of acting or shall be
      adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
      property shall be appointed or any public officer shall take charge or
      control of the Trustee or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee with respect to all Securities, or (ii) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

      (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11. If, within

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<PAGE>
one year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee with respect to the Securities of any series
shall be appointed by Act of the Holders of a majority in principal amount of
the Outstanding Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of
Section 6.11, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 6.11, any Holder who has been a
bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

      (f) If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
removal, the Trustee being removed may petition, at the expense of the Company,
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

      (g) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

SECTION 6.11 Acceptance of Appointment by Successor.

      (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

      (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to the Securities of all
series for which it is the Trustee hereunder, shall contain such provisions as
shall be deemed

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<PAGE>
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

      (c) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in
paragraph (a) or (b) of this Section, as the case may be.

      (d) No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article.

      (e) The Trustee shall not be liable for the acts or omissions to act of
any successor Trustee.

SECTION 6.12 Merger, Conversion, Consolidation or Succession to Business.

      Any corporation into which the Trustee may be merged or convened or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

SECTION 6.13 Preferential Collection of Claims Against Company.

      (a) If the Trustee shall be or shall become a creditor, directly or
indirectly, secured or unsecured, of the Company (or any other obligor of the
Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company (or any
such other obligor):

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<PAGE>
      (b) For the purposes of this Section 6.13 only:

            (1) the term "cash transaction" means any transaction in which full
      payment for goods or securities sold is made within seven days after
      delivery of the goods or securities in currency or in checks or other
      orders drawn upon banks or bankers and payable upon demand; and

            (2) the term "self-liquidating paper" means any draft, bill of
      exchange, acceptance or obligation which is made, drawn, negotiated or
      incurred by the Company for the purpose of financing the purchase,
      processing, manufacturing, shipment, storage or sale of goods, wares or
      merchandise and which is secured by documents evidencing title to,
      possession of, or a lien upon, the goods, wares or merchandise or the
      receivables or proceeds arising from the sale of the goods, wares or
      merchandise previously constituting the security, provided the security is
      received by the Trustee simultaneously with the creation of the creditor
      relationship with the Company arising from the making, drawing,
      negotiating or incurring of the draft, bill of exchange, acceptance or
      obligation.

SECTION 6.14 Appointment of Authenticating Agent.

      At any time when any of the Securities remain Outstanding, the Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 3.9, and the
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

      Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible

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<PAGE>
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

      An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment by first-class mail, postage prepaid, to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve, as
their names and addresses appear in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

      The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

      If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon an
alternative certificate of authentication in the following form:

      "This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture."

                                    CITIBANK, N.A.,
                                                              As Trustee

                                    By:_______________________________
                                                 As Authenticating Agent


                                    By:_______________________________

                                                    Authorized Signatory



                                       61
<PAGE>
                                  ARTICLE VII

                     HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.1 Company to Furnish Trustee Names and Addresses of Holders.

      The Company will furnish or cause to be furnished to the Trustee

      (a) semi-annually not more than 15 days after each Regular Record Date a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Securities of such series to which such Regular
Record Date applies, as of such Record Date, and

      (b) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished;

provided that if and so long as the Trustee shall be the Security Registrar for
such series, such list shall not be required to be furnished.

SECTION 7.2 Preservation of Information; Communications to Holders.

      (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.1 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

      (b) If three or more Holders of Securities of the same series (herein
referred to as "applicants") apply in writing to the Trustee, and furnish to the
Trustee reasonable proof that each such applicant has owned a Security of such
series for a period of at least six months preceding the date of such
application, and such application states that the applicants' desire to
communicate with other Holders of such series with respect to their rights under
this Indenture or under the Securities of such series and is accompanied by a
copy of the form of proxy or other communication which such applicants propose
to transmit, then the Trustee shall, within five business days after the receipt
of such application, at its election, either

            (i) afford such applicants access to the information with respect to
      the Holders of such series furnished to, or received by, and preserved at
      the time by the Trustee in accordance with Section 7.2(a); or

            (ii) inform such applicants as to the approximate number of Holders
      of such series whose names and addresses appear in the information
      preserved at the time by the Trustee in accordance with Section 7.2(a),
      and as to the approximate cost of mailing to

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<PAGE>
      such Holders the form of proxy or other communication, if any, specified
      in such application.

      If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of such series whose name and address appear in the
information preserved at the time by the Trustee in accordance with Section
7.2(a) a copy of the form of proxy or other communication which is specified in
such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interest of the Holders of such series or would be in violation of applicable
law. Such written statement shall specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for hearing,
that all the objections so sustained have been met and shall enter an order so
declaring, the Trustee shall mail copies of such material to all such Holders
with reasonable promptness after the entry of such order and the renewal of such
tender; otherwise the Trustee shall be relieved of any obligation or duty to
such applicants respecting their application.

      (c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 7.2(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 7.2(b).

SECTION 7.3 Reports by Trustee.

      (a) The Trustee shall transmit to Holders of Securities such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto. If required by Section 313(a) or 313(b) of the Trust Indenture
Act, within 60 days after May 15 of each year commencing with the year 2003, the
Trustee shall transmit by mail to all Holders of Securities for which it is
Trustee hereunder, as their names and addresses appear in the Security Register,
a brief report dated as of such May 15, which complies with the provisions of
Sections 313(a) and 313(b) of the Trust Indenture Act.

      (b) A copy of each such report shall, at the time of such transmission to
such Holders, be filed by the Trustee with each securities exchange upon which
any such Securities are listed, with the Commission and with the Company. The
Company will notify the Trustee when any such Securities are listed on any
securities exchange.

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SECTION 7.4 Reports by Company.

      The Company shall:

            (1) file with the Trustee, within 30 days after the Company is
      required to file the same with the Commission, copies of the annual
      reports and of the information, documents and other reports (or copies of
      such portions of any of the foregoing as the Commission may from time to
      time by rules and regulations prescribe) which the Company may be required
      to file with the Commission pursuant to Section 13 or Section 15(d) of the
      Exchange Act; or, if the Company is not required to file information
      documents or reports pursuant to either of said Sections, then it shall
      file with the Trustee and the Commission, in accordance with rules and
      regulations prescribed from time to time by the Commission, such of the
      supplementary and periodic information, documents and reports which may be
      required pursuant to Section 13 of the Exchange Act in respect of a
      security listed and registered on a national securities exchange as may be
      prescribed from time to time in such rules and regulations;

            (2) file with the Trustee and the Commission, in accordance with
      rules and regulations prescribed from time to time by the Commission, such
      additional information, documents and reports with respect to compliance
      by the Company with the conditions and covenants of this Indenture as may
      be required from time to time by such rules and regulations; and

            (3) transmit by mail to all Holders, as their names and addresses
      appear in the Security Register, within 30 days after the filing thereof
      with the Trustee, such summaries of any information, documents and reports
      required to be filed by the Company pursuant to paragraphs (1) and (2) of
      this Section as may be required by rules and regulations prescribed from
      time to time by the Commission.

                                  ARTICLE VIII

                   CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1 Company May Consolidate, Etc., Only on Certain Terms.

      The Company shall not consolidate with or merge into any other corporation
or convey, transfer or lease its properties and assets substantially as an
entirety to another Corporation, unless:

            (1) either (A) the Company is the continuing Corporation, or (B) the
      successor entity formed by such consolidation or into which the Company is
      merged or the successor entity which acquires by conveyance or transfer,
      or which leases, the properties and assets of the Company substantially as
      an entirety, if other than the Company, shall expressly assume, by an
      indenture supplemental hereto, executed and delivered to the Trustee, in
      form satisfactory to the Trustee, the due and punctual payment of the
      principal of (and premium, if any) and interest on all the Securities and
      the performance of every other covenant of the Securities and this
      Indenture on the part of the Company to be performed or observed;

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            (2) immediately after giving effect to such transaction, no Event of
      Default, and no event which, after notice or lapse of time or both, would
      become an Event of Default, shall have happened and be continuing; and

            (3) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that such transaction
      and such supplemental indenture comply with this Article and that all
      conditions precedent herein provided for relating to such transaction have
      been complied with.

SECTION 8.2 Successor Corporation Substituted.

      Upon any consolidation of the Company with, or merger of the Company into,
any other corporation or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section
8.1, the successor corporation formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein, and thereafter, except in the
case of a lease, the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and the Securities.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 9.1 Supplemental Indentures Without Consent of Holders.

      Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any one or more of the following purposes:

            (1) to evidence the succession of another corporation to the Company
      and the assumption by any such successor of the covenants of the Company
      contained herein and in the Securities, pursuant to Article VIII; or

            (2) to add to the covenants of the Company for the benefit of the
      Holders of all or any series of Securities (and if such covenants are to
      be for the benefit of less than all series of Securities, stating that
      such covenants are expressly being included solely for the benefit of one
      or more specified series) or to surrender any right or power herein
      conferred upon the Company; or

            (3) to provide for uncertificated Securities in addition to or in
      place of certificated Securities; or

            (4) to add any additional Events of Default; or

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            (5) to change or eliminate any of the provisions of this Indenture,
      provided that any such change or elimination shall become effective only
      when there is no Security Outstanding of any series created prior to the
      execution of such supplemental indenture which is entitled to the benefit
      of such provision; or

            (6) to secure the Securities; or

            (7) to make any changes that would provide any additional rights or
      benefits to the Holders of Securities or that do not adversely affect the
      legal rights under the Indenture of any such Holder; or

            (8) to establish the form or terms of Securities of any series as
      permitted by Sections 2.1 and 3.1; or

            (9) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, pursuant
      to the requirements of Section 6.11(b); or

            (10) to cure any ambiguity, to correct or supplement any provision
      herein which may be inconsistent with any other provision herein, or to
      make any other provisions with respect to matters or questions arising
      under this Indenture, provided such action shall not adversely affect the
      interests of the Holders of Securities of any series in any material
      respect; or

            (11) to comply with the requirements of the Commission in order to
      effect or maintain the qualification of the Indenture under the Trust
      Indenture Act; or

            (12) to provide for conversion rights of Holders of Securities in
      certain events such as a consolidation, merger or sale of all or
      substantially all of the assets of the Company; or

            (13) reduce the conversion price, if applicable, of any series of
      Securities.

SECTION 9.2 Supplemental Indentures with Consent of Holders.

      With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

            (1) change the Stated Maturity of the principal of, or any
      installment of principal of or interest on, any Security, or reduce the
      principal amount thereof or the rate

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      of interest thereon (including any change in the Floating or Adjustable
      Rate Provision pursuant to which such rate is determined that would reduce
      that rate for any period) or any premium payable upon the redemption
      thereof, or extend the time for payment of interest on any Security, or
      change any Place of Payment where, or the coin or currency in which, any
      Security or any premium or the interest thereon is payable, or impair the
      right to institute suit for the enforcement of any such payment on or
      after the Stated Maturity thereof (or, in the case of redemption, on or
      after the Redemption Date), or

            (2) reduce the percentage in principal amount of the Outstanding
      Securities of any series, the consent of whose Holders is required for any
      such supplemental indenture, or the consent of whose Holders is required
      for any waiver (of compliance with certain provisions of this Indenture or
      certain defaults hereunder and their consequences) provided for in this
      Indenture; or

            (3) modify any of the provisions of this Section or Section 5.13,
      except to increase any such percentage or to provide that certain other
      provisions of this Indenture cannot be modified or waived without the
      consent of the Holder of each Outstanding Security affected thereby;
      provided that this clause shall not be deemed to require the consent of
      any Holder with respect to changes in the references to "the Trustee" and
      concomitant changes in this Section or the deletion of this proviso, in
      accordance with the requirements of Sections 6.11(b) and 9.1(9); or

            (4) reduce the redemption price of the Securities or change the time
      at which the Securities may or must be redeemed or purchased; or

            (5) make any change to the abilities of Holders of Securities to
      enforce their rights under the Indenture, or

            (6) waive a default or Event or Default in the payment of principal
      of or premium, if any, or interest on the Securities (except a rescission
      of acceleration of the Securities by the holders of at least a majority in
      aggregate principal amount of the Securities and a waiver of the payment
      default that resulted from such acceleration), or

            (7) make any change in the provisions of the Indenture relating to
      the rights of holders of Securities to receive payments of principal of,
      premium, if any, or interest on the Securities; or

            (8) except as permitted herein, increase the conversion price with
      regard to any series of Securities or modify any provision of the
      Indenture relating to conversion of any Securities in a manner adverse to
      the Holders thereof.

      A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

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      It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

SECTION 9.3 Execution of Supplemental Indentures.

      In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an
Officer's Certificate or an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

SECTION 9.4 Effect of Supplemental Indentures.

      Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby to the extent provided therein.

SECTION 9.5 Conformity with Trust Indenture Act.

      Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect, to the
extent applicable.

SECTION 9.6 Reference in Securities to Supplemental Indentures.

      Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                    ARTICLE X

                                    COVENANTS

SECTION 10.1 Payment of Principal, Premium and Interest.

      The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities of that series in accordance with the
terms of the Securities of such series and this Indenture, and will duly comply
with all other terms, agreements and conditions contained in, or made in the
Indenture for the benefit of, the Securities of such series.

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SECTION 10.2 Maintenance of Office or Agency.

      The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

      The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series maybe presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or agency in
each Place of Payment for Securities of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

SECTION 10.3 Limitation on Liens and Other Encumbrances on Voting Stock of
Designated Subsidiaries.

      The Company will not itself, and will not permit any Designated Subsidiary
to, create, issue, assume, incur or guarantee any indebtedness for borrowed
money that is secured by a mortgage, pledge, lien, security interest or other
encumbrance on any Voting Stock of a Designated Subsidiary, unless the Company
also secures all Securities then Outstanding under this Indenture equally with,
or prior to, the indebtedness being secured, together with, at the Company's
election, any of the Company's or any Designated Subsidiary's other indebtedness
which is not subordinate to the Outstanding Securities for so long as such
indebtedness is so secured. This Section 10.3 shall not restrict the Company's
ability to sell or otherwise dispose of the Company's interests in any
Designated Subsidiary.

SECTION 10.4 Money for Securities Payments to Be Held in Trust.

      If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

      Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, prior to each due date of the principal of (and premium,
if any) or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay the principal (and premium, if any) or interest so
becoming due, such sum to be held in trust for the benefit of

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the Persons entitled to such principal, premium or interest, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

      The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:

            (1) hold all sums held by it for the payment of the principal of
      (and premium, if any) or interest on Securities of that series in trust
      for the benefit of the Persons entitled thereto until such sums shall be
      paid to such Persons or otherwise disposed of as herein provided;

            (2) give the Trustee notice of any default by the Company (or any
      other obligor upon the Securities of that series) in the making of any
      payment of principal (and premium, if any) or interest on the Securities
      of that series; and

            (3) at any time during the continuance of any such default, upon the
      written request of the Trustee, forthwith pay to the Trustee all sums so
      held in trust by such Paying Agent.

      The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

      Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (and premium, if any)
or interest on any Security of any series and remaining unclaimed for three
years after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in the Borough of Manhattan, The City of New York, New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

SECTION 10.5 Statement by Officers as to Default.

      The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate stating whether

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or not to the best knowledge of the signers thereof the Company is in default in
the performance and observance of any of the terms, provisions and conditions of
Sections 10.1 to 10.4, and if the Company shall be in default, specifying all
such defaults and the nature and status thereof of which they may have
knowledge.

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

SECTION 11.1 Applicability of Article.

      Securities of each series shall be redeemable before their respective
Stated Maturities in accordance with their respective terms and (except as
otherwise specified as contemplated by Section 3.1 for Securities of any series)
in accordance with this Article.

SECTION 11.2 Election to Redeem; Notice to Trustee.

      Subject to the other provisions of this Article XI, except as otherwise
may be specified in this Indenture or, with respect to any series of Securities,
as otherwise specified as contemplated by Section 3.1 for the Securities of such
series, the Company shall have the right to redeem any series of Securities, in
whole or in part, from time to time, on or after the Redemption Option Date for
such series at the Redemption Price. The election of the Company to redeem any
Securities redeemable at the election of the Company shall be evidenced by a
Board Resolution. In case of any redemption at the election of the Company, the
Company shall, at least 30 days, but not more than 60 days, prior to the
Redemption Date fixed by the Company, notify the Trustee of such Redemption Date
and of the principal amount of Securities of such series to be redeemed. In the
case of any redemption of Securities prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

SECTION 11.3 Selection by Trustee of Securities to Be Redeemed.

      If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days and
not less than 30 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series; provided,
that if at the time of redemption such Securities are registered as a Global
Security, the Depositary shall determine, in accordance with its procedures, the
principal amount of such Securities held by each Security Beneficial Owner to be
redeemed.

      The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

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      For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

SECTION 11.4 Notice of Redemption.

      Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register.

            All notices of redemption shall state:

            (1) the Redemption Date,

            (2) the Redemption Price,

            (3) if less than all the Outstanding Securities of any series are to
      be redeemed, the identification (including the CUSIP number, if any, and,
      in the case of partial redemption, the principal amounts) of the
      particular Securities of such series to be redeemed,

            (4) that on the Redemption Date the Redemption Price will become due
      and payable upon each such Security to be redeemed and that interest
      thereon will cease to accrue on and after said date,

            (5) the place or places where such Securities are to be surrendered
      for payment of the Redemption Price, and

            (6) that the redemption is for a sinking fund, if such is the case.

      Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's written request
delivered to the Trustee at least 15 days prior to the date that such Notice is
to be given (unless a shorter period shall be acceptable to The Trustee), by the
Trustee in the name and at the expense of the Company.

SECTION 11.5 Deposit of Redemption Price.

      Prior to 10:00 a.m., New York City time, on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.4) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

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SECTION 11.6 Securities Payable on Redemption Date.

      Notice of redemption having been given as aforesaid, the Securities and
portions of Securities so to be redeemed shall, on the Redemption Date, become
due and payable at the Redemption Price therein specified, and from and after
such Redemption Date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear
interest. Upon surrender of any such Security for redemption in accordance with
said notice, such Security shall be paid by the Company at the Redemption Price,
together with accrued interest to the Redemption Date; provided that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
3.10.

      If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Security.

      The Redemption Price shall be paid on the date of such redemption,
provided that the Company shall deposit with the Trustee an amount sufficient to
pay the Redemption Price by 10:00 a.m., New York City time, on the date such
Redemption Price is to be paid.

      Unless the Company defaults in the payment of the Optional Redemption
Price, on and after the Redemption Date, interest shall cease to accrue on the
Securities, or portions thereof called for redemption.

SECTION 11.7 Securities Redeemed in Part.

      Any Security which is to be redeemed only in part shall be surrendered at
a Place of Payment for Securities of that series (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company duly executed by, the Holder thereof or his
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series, of like tenor
and of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.

                                  ARTICLE XII

                                  SINKING FUNDS

SECTION 12.1 Applicability of Article.

      The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.1 for the Securities of such Series.

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      The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as "Mandatory Sinking Fund
Payment," and any payment in excess of the minimum amount provided for by the
terms of the Securities of any series is herein referred to as an "Optional
Sinking Fund Payment." If provided for by the terms of Securities of any series,
the cash amount of any Mandatory Sinking Fund Payment may be subject to
reduction as provided in Section 12.2. Each sinking fund payment shall be
applied to the redemption of Securities as provided for by the terms of
Securities of such series.

SECTION 12.2 Satisfaction of Sinking Fund Payments with Securities.

      Unless the form or terms of any Security shall provide otherwise, the
Company (1) may deliver to the Trustee Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Security or through the application of
permitted Optional Sinking Fund Payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any Mandatory
Sinking Fund Payment with respect to any Securities of such series required to
made pursuant to the terms of Securities as provided for by the terms of such
Securities; provided that such Securities have not been previously so credited.
Such Securities shall be received and credited for such purpose by the Trustee
at the Redemption Price specified in such Securities for redemption throughout
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

SECTION 12.3 Redemption of Securities for Sinking Fund.

      Not less than 60 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 12.2 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 45 days before each sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.3 and cause notice of the
redemption thereof to be given in the name and at the expense of the Company in
the manner specified in Section 11.4. The Company shall deposit the amount of
cash, if any, required for such sinking fund payment with the Trustee in the
manner provided in Section 11.5. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 11.6 and 11.7.

                                      ****

      This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                           [Signature page to follow]




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<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.

                                            TRAVELERS PROPERTY CASUALTY
                                               CORP.


                                            By  /s/ Jay S. Benet
                                                ----------------
                                                Name: Jay S. Benet
                                                Title: Chief Financial Officer


                                            CITIBANK, N.A.
                                               As Trustee

                                            By  /s/ Nancy Forte
                                                ---------------
                                                Name: Nancy Forte
                                                Title: Assistant Vice President

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