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                                                                     Exhibit 4.5

                        Travelers Property Casualty Corp.

                    $400,000,000 3.75% Senior Notes Due 2008
                    $500,000,000 5.00% Senior Notes Due 2013
                    $500,000,000 6.375% Senior Notes Due 2033

                          Registration Rights Agreement

                                                              New York, New York
                                                                  March 11, 2003

Lehman Brothers Inc.
Salomon Smith Barney Inc.
  As Representatives of the Initial Purchasers

c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York  10013

Ladies and Gentlemen:

            Travelers Property Casualty Corp., a corporation organized under the
laws of the State of Connecticut (the "Company"), proposes to issue and sell to
certain purchasers (the "Initial Purchasers"), upon the terms set forth in a
purchase agreement dated as of March 6, 2003 (the "Purchase Agreement") relating
to the initial placement (the "Initial Placement") of $400,000,000 aggregate
principal amount of its 3.75% Senior Notes Due 2008 (the "2008 Notes"),
$500,000,000 aggregate principal amount of its 5.00% Senior Notes Due 2013 (the
"2013 Notes") and $500,000,000 aggregate principal amount of its 6.375% Senior
Notes Due 2033 (the "2013 Notes" and, together with the 2008 Notes and the 2013
Notes, the "Securities"). To induce the Initial Purchasers to enter into the
Purchase Agreement and to satisfy a condition of your obligations thereunder,
the Company agrees with you for your benefit and the benefit of the holders from
time to time of the Securities (including the Initial Purchasers) (each a
"Holder" and, together, the "Holders"), as follows:

            1. Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following capitalized defined terms shall have the
following meanings:
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            "Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.

            "Additional Interest" shall have the meaning set forth in Section
4(a) hereof.

            "Affiliate" of any specified Person shall mean any other Person
that, directly or indirectly, is in control of, is controlled by, or is under
common control with, such specified Person. For purposes of this definition,
control of a Person shall mean the power, direct or indirect, to direct or cause
the direction of the management and policies of such Person whether by contract
or otherwise; and the terms "controlling" and "controlled" shall have meanings
correlative to the foregoing.

            "Broker-Dealer" shall mean any broker or dealer registered as such
under the Exchange Act.

            "Business Day" shall mean any day other than a Saturday, a Sunday or
a legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City or the State of
Connecticut.

            "Commission" shall mean the Securities and Exchange Commission.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

            "Exchange Offer Registration Period" shall mean the lesser of (i)
the one-year period following the consummation of the Registered Exchange Offer,
exclusive of any period during which any stop order shall be in effect
suspending the effectiveness of the Exchange Offer Registration Statement and
(ii) the period ending on the date on which all Exchanging Dealers have sold all
Exchange Securities held by them.

            "Exchange Offer Registration Statement" shall mean a registration
statement of the Company on an appropriate form under the Act with respect to
the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

            "Exchanging Dealer" shall mean any Holder (which may include any
Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Affiliate of the Company) for New Securities.

            "Final Memorandum" shall have the meaning set forth in the Purchase
Agreement.

            "Holder" shall have the meaning set forth in the preamble hereto.

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            "Indenture" shall mean the Indenture relating to the Securities,
dated as of March 11, 2003 between the Company and Citibank, N.A., as trustee,
as the same may be amended from time to time in accordance with the terms
thereof.

            "Initial Placement" shall have the meaning set forth in the preamble
hereto.

            "Initial Purchaser" shall have the meaning set forth in the preamble
hereto.

            "Losses" shall have the meaning set forth in Section 7(d) hereof.

            "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities registered under a Registration
Statement.

            "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that shall administer an underwritten
offering.

            "New Securities" shall mean debt securities of the Company identical
in all material respects to the Securities (except that the cash interest and
interest rate step-up provisions and the transfer restrictions shall be modified
or eliminated, as appropriate) and to be issued under the Indenture.

            "New Securities Trustee" shall mean a bank or trust company
reasonably satisfactory to the Initial Purchasers, as trustee with respect to
the New Securities under the Indenture.

            "Prospectus" shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or the New Securities covered by such
Registration Statement, and all amendments and supplements thereto and all
material incorporated by reference therein.

            "Purchase Agreement" shall have the meaning set forth in the
preamble hereto.

            "Registered Exchange Offer" shall mean the proposed offer of the
Company to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities.

            "Registration Default" shall have the meaning set forth in Section
4(a) hereof.

            "Registration Statement" shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Securities or
the New Securities pursuant to the provisions of this Agreement, any amendments
and


                                       3
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supplements to such registration statement, including post-effective amendments
(in each case including the Prospectus contained therein), all exhibits thereto
and all material incorporated by reference therein.

            "Securities" shall have the meaning set forth in the preamble
hereto.

            "Shelf Registration" shall mean a registration effected pursuant to
Section 3 hereof.

            "Shelf Registration Period" shall have the meaning set forth in
Section 3(b) hereof.

            "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 3 hereof which
covers some or all of the Securities or New Securities, as applicable, on an
appropriate form under Rule 415 under the Act, or any similar rule that may be
adopted by the Commission, amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

            "Transfer Restricted Securities" shall have the meaning set forth in
Section 4(a) hereof.

            "Trustee" shall mean the trustee with respect to the Securities
under the Indenture.

            "underwriter" shall mean any underwriter of Securities in connection
with an offering thereof under a Shelf Registration Statement.

            2. Registered Exchange Offer. (a) To the extent not prohibited by
any applicable law or applicable interpretations of the Staff of the Commission,
the Company shall prepare and, not later than 90 days following the date of the
original issuance of the Securities (or if such 90th day is not a Business Day,
the next succeeding Business Day), shall file with the Commission the Exchange
Offer Registration Statement with respect to the Registered Exchange Offer. The
Company shall use its best efforts to cause the Exchange Offer Registration
Statement to become effective under the Act within 180 days of the date of the
original issuance of the Securities (or if such 180th day is not a Business Day,
the next succeeding Business Day).

               (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for New Securities (assuming that such Holder is
not an Affiliate of the Company, acquires the New Securities in the ordinary
course of such Holder's business, has no arrangements with any Person to
participate in the distribution of the New Securities and is not prohibited by
any law or policy of the Commission from participating in the Registered
Exchange Offer) to trade such New Securities from and after their receipt
without any limitations or restrictions under the Act.


                                       4
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               (c) In connection with the Registered Exchange Offer, the Company
shall:

               (i) mail to each Holder a copy of the Prospectus forming part of
the Exchange Offer Registration Statement, together with an appropriate letter
of transmittal and related documents;

               (ii) keep the Registered Exchange Offer open for not less than 20
Business Days after the date notice thereof is mailed to the Holders (or, in
each case, longer if required by applicable law);

               (iii) use its best efforts to keep the Exchange Offer
Registration Statement continuously effective under the Act, supplemented and
amended as required, under the Act to ensure that it is available for sales of
New Securities by Exchanging Dealers during the Exchange Offer Registration
Period;

               (iv) utilize the services of a depositary for the Registered
Exchange Offer with an address in the Borough of Manhattan in New York City,
which may be the Trustee, the New Securities Trustee or an Affiliate of either
of them;

               (v) permit Holders to withdraw tendered Securities at any time
prior to the close of business, New York time, on the last Business Day on which
the Registered Exchange Offer is open;

               (vi) prior to effectiveness of the Exchange Offer Registration
Statement, provide a supplemental letter to the Commission (A) stating that the
Company is conducting the Registered Exchange Offer in reliance on the position
of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13,
1988), Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B)
including a representation that the Company has not entered into any arrangement
or understanding with any Person to distribute the New Securities to be received
in the Registered Exchange Offer and that, to the best of the Company's
information and belief, each Holder participating in the Registered Exchange
Offer is acquiring the New Securities in the ordinary course of business and has
no arrangement or understanding with any Person to participate in the
distribution of the New Securities; and

               (vii) comply in all material respects with all laws that are
applicable to the Registered Exchange Offer.

               (d) As soon as practicable after the close of the Registered
Exchange Offer, the Company shall:

               (i) accept for exchange all Securities duly and validly tendered
and not validly withdrawn pursuant to the Registered Exchange Offer;


                                       5
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               (ii) deliver to the Trustee for cancellation in accordance with
Section 5(s) all Securities so accepted for exchange; and

               (iii) cause the New Securities Trustee promptly to authenticate
and deliver to each Holder of Securities a principal amount of New Securities
equal to the principal amount of the Securities of such Holder so accepted for
exchange.

               (e) Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Registered Exchange Offer to
participate in a distribution of the New Securities (x) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in Morgan Stanley and Co., Inc. (pub. avail. June 5,
1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as
interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993
and similar no-action letters; and (y) must comply with the registration and
prospectus delivery requirements of the Act in connection with any secondary
resale transaction and that such a secondary resale transaction must be covered
by an effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K under
the Act if the resales are of New Securities obtained by such Holder in exchange
for Securities acquired by such Holder directly from the Company or one of its
Affiliates. Accordingly, as a condition to its participation in the Registered
Exchange Offer pursuant to the terms of this Agreement, each Holder
participating in the Registered Exchange Offer shall be required to represent to
the Company, in writing or by electronic message in accordance with the
procedures of the depositary, that, at the time of the consummation of the
Registered Exchange Offer:

               (i) any New Securities received by such Holder will be acquired
in the ordinary course of business;

               (ii) such Holder will have no arrangement or understanding with
any Person to participate in the distribution of the Securities or the New
Securities within the meaning of the Act;

               (iii) such Holder is not an Affiliate of the Company;

               (iv) if such Holder is not a Broker-Dealer, that it is not
engaged in, and does not intend to engage in, the distribution of the Exchange
Securities;

               (v) if such Holder is a Broker-Dealer, that it will receive
Exchange Securities for its own account in exchange for Securities that were
acquired as a result of market-making activities or other trading activities and
that it will be required to acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities; and

               (vi) such Holder is not acting on behalf of any person who, to
its knowledge, could not truthfully make the foregoing representations.


                                       6
<PAGE>
               (f) If any Initial Purchaser determines that it is not eligible
to participate in the Registered Exchange Offer with respect to the exchange of
Securities constituting any portion of an unsold allotment, at the request of
such Initial Purchaser, the Company shall issue and deliver to such Initial
Purchaser or the Person purchasing New Securities registered under a Shelf
Registration Statement as contemplated by Section 3 hereof from such Initial
Purchaser, in exchange for such Securities, a like principal amount of New
Securities. The Company shall use its best efforts to cause the CUSIP Service
Bureau to issue the same CUSIP number for such New Securities as for New
Securities issued pursuant to the Registered Exchange Offer.

               3. Shelf Registration. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to effect
the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for
any other reason the Registered Exchange Offer is not consummated within 210
days of the date hereof; (iii) any Initial Purchaser so requests with respect to
Securities that are not eligible to be exchanged for New Securities in the
Registered Exchange Offer and that are held by it following consummation of the
Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is
prohibited by applicable law or applicable interpretations of the Commission
from participating in the Registered Exchange Offer; or (v) in the case of any
Initial Purchaser that participates in the Registered Exchange Offer or acquires
New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not
receive freely tradeable New Securities in exchange for Securities constituting
any portion of an unsold allotment (it being understood that (x) the requirement
that an Initial Purchaser deliver a Prospectus containing the information
required by Item 507 or 508 of Regulation S-K under the Act in connection with
sales of New Securities acquired in exchange for such Securities shall result in
such New Securities being not "freely tradeable"; and (y) the requirement that
an Exchanging Dealer deliver a Prospectus in connection with sales of New
Securities acquired in the Registered Exchange Offer in exchange for Securities
acquired as a result of market-making activities or other trading activities
shall not result in such New Securities being not "freely tradeable"), the
Company shall effect a Shelf Registration Statement in accordance with
subsection (b) below.

               (b) (i) The Company shall as promptly as practicable (but in no
event more than 30 days after so required or requested pursuant to this Section
3), file with the Commission and thereafter shall use its best efforts to cause
to be declared effective under the Act a Shelf Registration Statement relating
to the offer and sale of the Securities or the New Securities, as applicable, by
the Holders thereof from time to time in accordance with the methods of
distribution elected by such Holders and set forth in such Shelf Registration
Statement; provided, however, that no Holder (other than an Initial Purchaser)
shall be entitled to have the Securities held by it covered by such Shelf
Registration Statement unless such Holder agrees in writing to be bound by all
of the provisions of this Agreement applicable to such Holder; and provided
further, that with respect to New Securities received by an Initial Purchaser in
exchange for Securities constituting any portion of an unsold allotment, the
Company may, if permitted by current interpretations by the Commission's staff,
file a post-effective amendment to the Exchange Offer Registration Statement
containing the information required by Item 507


                                       7
<PAGE>
or 508 of Regulation S-K, as applicable, in satisfaction of its obligations
under this subsection with respect thereto, and any such Exchange Offer
Registration Statement, as so amended, shall be referred to herein as, and
governed by the provisions herein applicable to, a Shelf Registration Statement.

               (ii) The Company shall use its best efforts to keep the Shelf
Registration Statement continuously effective, supplemented and amended as
required by the Act, in order to permit the Prospectus forming part thereof to
be usable by Holders for a period of two years from the date the Shelf
Registration Statement is declared effective by the Commission or such shorter
period that will terminate when all the Securities or New Securities, as
applicable, covered by the Shelf Registration Statement have been sold pursuant
to the Shelf Registration Statement (in any such case, such period being called
the "Shelf Registration Period"). The Company shall be deemed not to have used
its best efforts to keep the Shelf Registration Statement effective during the
requisite period if it voluntarily takes any action that would result in Holders
of Securities covered thereby not being able to offer and sell such Securities
during that period, unless (A) such action is required by applicable law; or (B)
such action is taken by the Company in good faith and for valid business reasons
(not including avoidance of the Company's obligations hereunder), including the
acquisition or divestiture of assets, so long as the Company promptly thereafter
complies with the requirements of Section 5(k) hereof, if applicable.

               (iii) The Company shall cause the Shelf Registration Statement
and the related Prospectus and any amendment or supplement thereto, as of the
effective date of the Shelf Registration Statement or such amendment or
supplement, (A) to comply in all material respects with the applicable
requirements of the Securities Act and the rules and regulations of the
Commission; and (B) not to contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.

               4. Additional Interest. (a) If (i) the Registered Exchange Offer
is not consummated on or prior to 210 days after the date of the original
issuance of the Securities or (ii) the Company is required to file the Shelf
Registration Statement in accordance with Section 3 and the Shelf Registration
Statement is not declared effective within 210 days after the original issuance
of the Securities (each such event referred to in clauses (i) and (ii), a
"Registration Default"), the Company shall be obligated to pay additional
interest ("Additional Interest") to each Holder of Transfer Restricted
Securities, during the period of such Registration Default, at a rate of 0.5%
per annum on the applicable principal amount of Transfer Restricted Securities
held by such Holder until such Registration Default has been cured. Such
obligation to pay Additional Interest shall survive until (i) the Exchange Offer
Registration Statement is declared effective and the Registered Exchange Offer
is consummated with respect to all properly tendered Securities or (ii) the
Shelf Registration Statement is declared effective, as the case may be. As used
herein, the term "Transfer Restricted Securities" means (i) each


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Security until the date on which such Security has been exchanged for a freely
transferable New Security in the Registered Exchange Offer, (ii) each Security
until the date on which it has been effectively registered under the Securities
Act and disposed of in accordance with the Shelf Registration Statement or (iii)
each Security until the date on which it is distributed to the public pursuant
to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k)
under the Securities Act. Following the cure of such Registration Default, the
accrual of Additional Interest will cease. Notwithstanding anything to the
contrary in this Section 4(a), the Company shall not be required to pay
Additional Interest to a Holder of Securities if such Holder failed to comply
with its obligations to make the representations set forth in Section 2(e)
herein or failed to provide the information required to be provided by it, if
any, pursuant to Section 5(o).

               (b) The Company shall notify the Trustee and the paying agent
under the Indenture immediately upon the happening of each and every
Registration Default. The Company shall pay the Additional Interest due on the
Transfer Restricted Securities by depositing with the paying agent (which may
not be the Company for these purposes), in trust, for the benefit of the Holders
thereof, prior to 10:00 a.m., New York City time, on the next applicable
interest payment date specified by the Indenture and the Securities, sums
sufficient to pay the Additional Interest then due. The Additional Interest due
shall be payable on each applicable interest payment date specified by the
Indenture and the Securities to the record holder entitled to receive the
interest payment to be made on such date. Each obligation to pay Additional
Interest shall be deemed to accrue from and include the date of the applicable
Registration Default.

               (c) The parties hereto agree that the Additional Interest
provided for in this Section 4 constitute a reasonable estimate of and are
intended to constitute the sole damages that will be suffered by Holders of
Transfer Restricted Securities by reason of the failure of (i) the Shelf
Registration Statement to be filed or (ii) the Exchange Offer Registration
Statement to be declared effective and the Registered Exchange Offer to be
consummated, in each case to the extent required by this Agreement.

               (d) Without limiting the remedies available to the Initial
Purchasers and the Holders, the Company acknowledges that any failure by the
Company to comply with their obligations under Section 2 and Section 3 hereof
may result in material irreparable injury to the Initial Purchasers or the
Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such relief
as may be required to specifically enforce the Company's and the Guarantors'
obligations under Section 2 and Section 3 hereof.

            5. Additional Registration Procedures. In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

               (a) The Company shall:


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            (i)         furnish to you, not less than five Business Days prior
to the filing thereof with the Commission, a copy of any Exchange Offer
Registration Statement and any Shelf Registration Statement, and each amendment
thereof and each amendment or supplement, if any, to the Prospectus included
therein (including all documents incorporated by reference therein after the
initial filing) and shall in good faith consider reflecting in each such
document, when so filed with the Commission, such comments as you reasonably
propose;

            (ii)        include the information set forth in Annex A hereto on
the facing page of the Exchange Offer Registration Statement, in Annex B hereto
in the forepart of the Exchange Offer Registration Statement in a section
setting forth details of the Exchange Offer, in Annex C hereto in the
underwriting or plan of distribution section of the Prospectus contained in the
Exchange Offer Registration Statement, and in Annex D hereto in the letter of
transmittal delivered pursuant to the Registered Exchange Offer;

            (iii)       if requested by an Initial Purchaser, include the
information required by Item 507 or 508 of Regulation S-K, as applicable, in the
Prospectus contained in the Exchange Offer Registration Statement; and

            (iv)        in the case of a Shelf Registration Statement, include
the names of the Holders that propose to sell Securities pursuant to the Shelf
Registration Statement as selling security holders.

            (b)         The Company shall ensure that:

            (i)         any Registration Statement and any amendment thereto and
any Prospectus forming part thereof and any amendment or supplement thereto
complies in all material respects with the Act and the rules and regulations
thereunder; and

            (ii)        any Registration Statement and any amendment thereto
does not, when it becomes effective, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading.

            (c)         The Company shall advise you, the Holders of Securities
covered by any Shelf Registration Statement and any Exchanging Dealer under any
Exchange Offer Registration Statement that has provided in writing to the
Company a telephone or facsimile number and address for notices, and, if
requested by you or any such Holder or Exchanging Dealer, shall confirm such
advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be
accompanied by an instruction to suspend the use of the Prospectus until the
Company shall have remedied the basis for such suspension):

            (i)         when a Registration Statement and any amendment thereto
            has been filed with the Commission and when the Registration
            Statement or any post-effective amendment thereto has become
            effective;


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<PAGE>
            (ii)        of any request by the Commission for any amendment or
            supplement to the Registration Statement or the Prospectus or for
            additional information;

            (iii)       of the issuance by the Commission of any stop order
            suspending the effectiveness of the Registration Statement or the
            initiation of any proceedings for that purpose;

            (iv)        of the receipt by the Company of any notification with
            respect to the suspension of the qualification of the securities
            included therein for sale in any jurisdiction or the initiation of
            any proceeding for such purpose; and

            (v)         of the happening of any event that requires any change
            in the Registration Statement or the Prospectus so that, as of such
            date, the statements therein are not misleading and do not omit to
            state a material fact required to be stated therein or necessary to
            make the statements therein (in the case of the Prospectus, in the
            light of the circumstances under which they were made) not
            misleading.

            (d)         The Company shall use its best efforts to obtain the
withdrawal of any order suspending the effectiveness of any Registration
Statement or the qualification of the securities therein for sale in any
jurisdiction at the earliest possible time.

            (e)         The Company shall furnish to each Holder of Securities
covered by any Shelf Registration Statement, without charge, at least one copy
of such Shelf Registration Statement and any post-effective amendment thereto,
including all material incorporated therein by reference, and, if the Holder so
requests in writing, all exhibits thereto (including exhibits incorporated by
reference therein).

            (f)         The Company shall, during the Shelf Registration Period,
deliver to each Holder of Securities covered by any Shelf Registration
Statement, without charge, as many copies of the Prospectus (including each
preliminary Prospectus) included in such Shelf Registration Statement and any
amendment or supplement thereto as such Holder may reasonably request. The
Company consents to the use of the Prospectus or any amendment or supplement
thereto by each of the selling Holders of securities in connection with the
offering and sale of the securities covered by the Prospectus, or any amendment
or supplement thereto, included in the Shelf Registration Statement.

            (g)         The Company shall furnish to each Exchanging Dealer
which so requests, without charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto, including all
material incorporated by reference therein, and, if the Exchanging Dealer so
requests in writing, all exhibits thereto (including exhibits incorporated by
reference therein).

            (h)         The Company shall promptly deliver to each Initial
Purchaser, each Exchanging Dealer and each other Person required to deliver a


                                       11
<PAGE>
Prospectus during the Exchange Offer Registration Period, without charge, as
many copies of the Prospectus included in such Exchange Offer Registration
Statement and any amendment or supplement thereto as any such Person may
reasonably request. The Company consents to the use of the Prospectus or any
amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer
and any such other Person that may be required to deliver a Prospectus following
the Registered Exchange Offer in connection with the offering and sale of the
New Securities covered by the Prospectus, or any amendment or supplement
thereto, included in the Exchange Offer Registration Statement.

            (i)         Prior to the Registered Exchange Offer or any other
offering of Securities pursuant to any Registration Statement, the Company shall
arrange, if necessary, for the qualification of the Securities or the New
Securities for sale under the laws of such jurisdictions as any Holder shall
reasonably request and will maintain such qualification in effect so long as
required; provided that in no event shall the Company be obligated to qualify to
do business in any jurisdiction where it is not then so qualified or to take any
action that would subject it to service of process in suits, other than those
arising out of the Initial Placement, the Registered Exchange Offer or any
offering pursuant to a Shelf Registration Statement, in any such jurisdiction
where it is not then so subject.

            (j)         The Company shall cooperate with the Holders of
Securities to facilitate the timely preparation and delivery of certificates
representing New Securities or Securities to be issued or sold pursuant to any
Registration Statement free of any restrictive legends and in such denominations
and registered in such names as Holders may request.

            (k)         Upon the occurrence of any event contemplated by
subsections (c)(ii) through (v) above, the Company shall promptly prepare a
post-effective amendment to the applicable Registration Statement or an
amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered to Initial Purchasers of the
securities included therein, the Prospectus will not include an untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. In such circumstances, the period of effectiveness of the
Exchange Offer Registration Statement provided for in Section 2 and the Shelf
Registration Statement provided for in Section 3(b) shall each be extended by
the number of days from and including the date of the giving of a notice of
suspension pursuant to Section 5(c) to and including the date when the Initial
Purchasers, the Holders of the Securities and any known Exchanging Dealer shall
have received such amended or supplemented Prospectus pursuant to this Section.

            (l)         Not later than the effective date of any Registration
Statement, the Company shall provide CUSIP, ISIN and Common Code numbers, as
applicable for the Securities or the New Securities, as the case may be,
registered under such Registration Statement and provide the Trustee with
printed certificates for such


                                       12
<PAGE>
Securities or New Securities, in a form eligible for deposit with The Depository
Trust Company.

            (m)         The Company shall comply with all applicable rules and
regulations of the Commission and shall make generally available to its security
holders as soon as practicable after the effective date of the applicable
Registration Statement an earnings statement satisfying the provisions of
Section 11(a) of the Act.

            (n)         The Company shall cause the Indenture to be qualified
under the Trust Indenture Act in a timely manner.

            (o)         The Company may require each Holder of Securities to be
sold pursuant to any Shelf Registration Statement to furnish to the Company such
information regarding the Holder and the distribution of such securities as the
Company may from time to time reasonably require for inclusion in such
Registration Statement. The Company may exclude from such Shelf Registration
Statement the Securities of any Holder that unreasonably fails to furnish such
information within a reasonable time after receiving such request.

            (p)         In the case of any Shelf Registration Statement, the
Company shall enter into such and take all other appropriate actions (including
if requested an underwriting agreement in customary form) in order to expedite
or facilitate the registration or the disposition of the Securities, and in
connection therewith, if an underwriting agreement is entered into, cause the
same to contain indemnification provisions and procedures no less favorable than
those set forth in Section 7 (or such other provisions and procedures acceptable
to the Majority Holders and the Managing Underwriters, if any, with respect to
all parties to be indemnified pursuant to Section 7.

            (q)         In the case of any Shelf Registration Statement, the
Company shall:

                        (i) make reasonably available for inspection by the
            Holders of Securities to be registered thereunder, any underwriter
            participating in any disposition pursuant to such Registration
            Statement, and any attorney, accountant or other agent retained by
            the Holders or any such underwriter at reasonable times and in a
            reasonable manner, all relevant financial and other records,
            pertinent corporate documents and properties of the Company and its
            subsidiaries;

                        (ii) cause the Company's officers, directors and
            employees to supply all relevant information reasonably requested by
            the Holders or any such underwriter, attorney, accountant or agent
            in connection with any such Registration Statement as is customary
            for similar due diligence examinations; provided, however, that any
            information that is designated in writing by the Company, in good
            faith, as confidential at the time of delivery of such information
            shall be kept confidential by the Holders or any such underwriter,
            attorney, accountant or agent, unless such disclosure is made in
            connection with a court proceeding or required by law, or other than
            as a result of a breach of such


                                       13
<PAGE>
            confidentiality provision, such information becomes available to the
            public generally or through a third party without an accompanying
            obligation of confidentiality;

                        (iii) make such representations and warranties to the
            Holders of Securities registered thereunder and the underwriters, if
            any, in form, substance and scope as are customarily made by issuers
            to underwriters in primary underwritten offerings;

                        (iv) obtain opinions of counsel to the Company and
            updates (which counsel and opinions (in form, scope and substance)
            shall be reasonably satisfactory to the Managing Underwriters, if
            any) addressed to each selling Holder and the underwriters, if any,
            covering such matters as are customarily covered in opinions
            requested in underwritten offerings and such other matters as may be
            reasonably requested by such Holders and underwriters;

                        (v) obtain "cold comfort" letters and updates thereof
            from the independent certified public accountants of the Company
            (and, if necessary, any other independent certified public
            accountants of any subsidiary of the Company or of any business
            acquired by the Company for which financial statements and financial
            data are, or are required to be, included in the Registration
            Statement), addressed to each selling Holder of Securities
            registered thereunder and the underwriters, if any, in customary
            form and covering matters of the type customarily covered in "cold
            comfort" letters in connection with primary underwritten offerings;
            and

                        (vi) deliver such documents and certificates as may be
            reasonably requested by the Majority Holders and the Managing
            Underwriters, if any, including those to evidence compliance with
            Section 5(k) and with any customary conditions contained in the
            underwriting agreement or other agreement entered into by the
            Company.

                        (vii) The actions set forth in clauses (iii), (iv), (v)
            and (vi) of this Section shall be performed at (A) the effectiveness
            of such Registration Statement and each post-effective amendment
            thereto; and (B) each closing under any underwriting or similar
            agreement as and to the extent required thereunder.

            (r)         If a Registered Exchange Offer is to be consummated,
upon delivery of the Securities by Holders to the Company (or to such other
Person as directed by the Company) in exchange for the New Securities, the
Company shall mark, or caused to be marked, on the Securities so exchanged that
such Securities are being canceled in exchange for the New Securities. In no
event shall the Securities be marked as paid or otherwise satisfied.

            (s)         The Company will use its best efforts (i) if the
Securities have been rated prior to the initial sale of such Securities, to
confirm such ratings will apply to the Securities or the New Securities, as the
case may be, covered by a


                                       14
<PAGE>
Registration Statement; or (ii) if the Securities were not previously rated, to
cause the Securities covered by a Registration Statement to be rated with at
least one nationally recognized statistical rating agency, if so requested by
Majority Holders with respect to the related Registration Statement or by any
Managing Underwriters.

               (t) In the case of a Shelf Registration Statement, each Holder of
Securities agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 5(c)(v) hereof, such
Holder will forthwith discontinue disposition of Securities pursuant to a
Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) hereof and, if
so directed by the Company, such Holder will deliver to the Company all copies
in its possession, other than permanent file copies then in such Holder's
possession, of the Prospectus covering such Securities that is current at the
time of receipt of such notice.

               (u) The Company shall use its best efforts to take all other
steps necessary to effect the registration of the Securities or the New
Securities, as the case may be, covered by a Registration Statement.

            6. Registration Expenses. The Company shall bear all expenses
incurred in connection with the performance of its obligations under Sections 2,
3 and 5 hereof and, in the event of any Shelf Registration Statement, will
reimburse the Holders for the reasonable fees and disbursements of one firm or
counsel designated by the Majority Holders to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Initial Purchasers for the reasonable fees and
disbursements of counsel acting in connection therewith.

            7. Indemnification and Contribution.

               (a) The Company agrees to indemnify and hold harmless each Holder
of Securities or New Securities, as the case may be, covered by any Registration
Statement (including each Initial Purchaser and, with respect to any Prospectus
delivery as contemplated in Section 5(h) hereof, each Exchanging Dealer), the
directors, officers, employees and agents of each such Holder and each Person
who controls any such Holder within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the Registration
Statement as originally filed or in any amendment thereof, or in any preliminary
Prospectus or the Prospectus, or in any amendment thereof or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will


                                       15
<PAGE>
not be liable in any case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of any such Holder specifically for inclusion therein; provided, further,
that the foregoing indemnity agreement shall not inure to the benefit of any
Exchanging Dealer, its directors, officers and employees, and each person, if
any, who controls such Exchanging Dealer within the meaning of the Act and the
Exchange Act, who, in contravention of a requirement of applicable law, failed
to deliver any Prospectus (as then amended or supplemented) to the person
asserting any losses, claims, damages, liabilities or expenses, caused by any
untrue statement or alleged untrue statement of a material fact contained in any
preliminary Prospectus, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, if such material misstatement or omission or
alleged material misstatement or omission was cured in the Prospectus (as then
amended or supplemented) and such Prospectus was required by law to be delivered
at or prior to the written confirmation of sale to such person and the
Prospectus and any amendment or supplement thereto was provided by the Company
to the Exchanging Dealer in the requisite quantity and on a timely basis to
permit proper delivery on or prior to the closing of such sale by such
Exchanging Dealer. This indemnity agreement will be in addition to any liability
which the Company may otherwise have.

            The Company also agrees to indemnify or contribute as provided in
Section 7(d) to Losses of any underwriter of Securities or New Securities, as
the case may be, registered under a Shelf Registration Statement, their
directors, officers, employees or agents and each Person who controls such
underwriter on substantially the same basis as that of the indemnification of
the Initial Purchasers and the selling Holders provided in this Section 7(a) and
shall, if requested by any Holder, enter into an underwriting agreement
reflecting such agreement, as provided in Section 5(p) hereof.

               (b) Each Holder of securities covered by a Registration Statement
(including each Initial Purchaser and, with respect to any Prospectus delivery
as contemplated in Section 5(h) hereof, each Exchanging Dealer) severally agrees
to indemnify and hold harmless the Company, each of its directors and each of
its officers who signs such Registration Statement and each Person who controls
the Company within the meaning of either the Act or the Exchange Act, to the
same extent as the foregoing indemnity from the Company to each such Holder, but
only with reference to written information relating to such Holder furnished to
the Company by or on behalf of such Holder specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement will
be in addition to any liability which any such Holder may otherwise have.

               (c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section, notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or


                                       16
<PAGE>
(b) above unless and to the extent it did not otherwise learn of such action and
such failure results in the forfeiture by the indemnifying party of substantial
rights and defenses; and (ii) will not, in any event, relieve the indemnifying
party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b) above. The
indemnifying party shall be entitled to appoint counsel of the indemnifying
party's choice at the indemnifying party's expense to represent the indemnified
party in any action for which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for the fees and expenses
of any separate counsel retained by the indemnified party or parties except as
set forth below); provided, however, that such counsel shall be reasonably
satisfactory to the indemnified party. Notwithstanding the indemnifying party's
election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest; (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party; (iii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of the institution of such action;
or (iv) the indemnifying party shall authorize the indemnified party to employ
separate counsel at the expense of the indemnifying party. An indemnifying party
will not, without the prior written consent of the indemnified parties, settle
or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding. An indemnifying party shall not be liable under this Section
7 to any indemnified party regarding any settlement or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent is consented to by such indemnifying party, which consent shall not be
unreasonably withheld.

               (d) In the event that the indemnity provided in paragraph (a) or
(b) of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute (which contribution will be in
lieu of any unavailable indemnification) the aggregate losses, claims, damages
and liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending same) (collectively "Losses") to
which such indemnified party may be subject in such proportion as is appropriate
to reflect the relative benefits received by such indemnifying party, on the one
hand, and such indemnified party, on the other hand, from the Initial


                                       17
<PAGE>
Placement and the Registration Statement which resulted in such Losses;
provided, however, that in no case shall any Initial Purchaser or any subsequent
Holder of any Security or New Security be responsible, in the aggregate, for any
amount in excess of the purchase discount or commission applicable to such
Security, or in the case of a New Security, applicable to the Security that was
exchangeable into such New Security, as set forth on the cover page of the Final
Memorandum, nor shall any underwriter be responsible for any amount in excess of
the underwriting discount or commission applicable to the securities purchased
by such underwriter under the Registration Statement which resulted in such
Losses. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the indemnifying party and the indemnified party
shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified party, on the other hand, in connection with the
statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company shall be
deemed to be equal to the sum of (x) the total net proceeds from the Initial
Placement (before deducting expenses) as set forth on the cover page of the
Final Memorandum and (y) the total amount of Additional Interest which the
Company was not required to pay as a result of registering the securities
covered by the Registration Statement which resulted in such Losses. Benefits
received by the Initial Purchasers shall be deemed to be equal to the total
purchase discounts and commissions as set forth on the cover page of the Final
Memorandum, and benefits received by any other Holders shall be deemed to be
equal to the value of receiving Securities or New Securities, as applicable,
registered under the Act. Benefits received by any underwriter shall be deemed
to be equal to the total underwriting discounts and commissions, as set forth on
the cover page of the Prospectus forming a part of the Registration Statement
which resulted in such Losses. Relative fault shall be determined by reference
to, among other things, whether any alleged untrue statement or omission relates
to information provided by the indemnifying party, on the one hand, or by the
indemnified party, on the other hand, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The parties agree that it would not be just
and equitable if contribution were determined by pro rata allocation (even if
the Holders were treated as one entity for such purpose) or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), no Person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section, each Person who
controls a Holder within the meaning of either the Act or the Exchange Act and
each director, officer, employee and agent of such Holder shall have the same
rights to contribution as such Holder, and each Person who controls the Company
within the meaning of either the Act or the Exchange Act, each officer of the
Company who shall have signed the Registration Statement and each director of
the Company shall have the same rights to contribution as the Company, subject
in each case to the applicable terms and conditions of this paragraph (d).

         (e)         The provisions of this Section will remain in full force
and effect, regardless of any investigation made by or on behalf of any Holder
or the


                                       18
<PAGE>
Company or any of the officers, directors or controlling Persons referred to in
this Section hereof, and will survive the sale by a Holder of securities covered
by a Registration Statement.

            8.          Underwritten Registrations.

                        (a)         If any of the Securities or New Securities,
as the case may be, covered by any Shelf Registration Statement are to be sold
in an underwritten offering, the Managing Underwriters shall be selected by the
Majority Holders.

                        (b)         No Person may participate in any
underwritten offering pursuant to any Shelf Registration Statement, unless such
Person (i) agrees to sell such Person's Securities or New Securities, as the
case may be, on the basis reasonably provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements; and
(ii) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

            9.          No Inconsistent Agreements. The Company has not, as of
the date hereof, entered into, nor shall it, on or after the date hereof, enter
into, any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders herein or otherwise conflicts with the provisions
hereof.

            10.         Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
qualified, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless the Company has obtained the
written consent of the Majority Holders (or, after the consummation of any
Registered Exchange Offer in accordance with Section 2 hereof, of New
Securities); provided that, with respect to any matter that directly or
indirectly affects the rights of any Initial Purchaser hereunder, the Company
shall obtain the written consent of each such Initial Purchaser against which
such amendment, qualification, supplement, waiver or consent is to be effective.
Notwithstanding the foregoing (except the foregoing proviso), a waiver or
consent to departure from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose Securities or New Securities,
as the case may be, are being sold pursuant to a Registration Statement and that
does not directly or indirectly affect the rights of other Holders may be given
by the Majority Holders, determined on the basis of Securities or New
Securities, as the case may be, being sold rather than registered under such
Registration Statement.

            11.         Notices. All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail, telex, telecopier or air courier guaranteeing overnight
delivery:

                        (a)         if to a Holder, at the most current address
given by such holder to the Company in accordance with the provisions of this
Section, which address initially is, with respect to each Holder, the address of
such Holder maintained by the


                                       19
<PAGE>
Registrar under the Indenture, with a copy in like manner to Lehman Brothers
Inc. and Salomon Smith Barney Inc.;

                        (b)         if to you, initially at the respective
addresses set forth in the Purchase Agreement; and

                        (c)         if to the Company, initially at its address
set forth in the Purchase Agreement.

            All such notices and communications shall be deemed to have been
duly given when received.

            The Initial Purchasers or the Company by notice to the other parties
may designate additional or different addresses for subsequent notices or
communications.

            12.         Successors. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders of Securities and the New Securities. The
Company hereby agrees to extend the benefits of this Agreement to any Holder of
Securities and the New Securities, and any such Holder may specifically enforce
the provisions of this Agreement as if an original party hereto.

            13.         Counterparts. This agreement may be in signed
counterparts, each of which shall an original and all of which together shall
constitute one and the same agreement.

            14.         Headings. The headings used herein are for convenience
only and shall not affect the construction hereof.

            15.         Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.

            16.         Severability. In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

            17.         Securities Held by the Company, etc. Whenever the
consent or approval of Holders of a specified percentage of principal amount of
Securities or New Securities is required hereunder, Securities or New
Securities, as applicable, held by the Company or its Affiliates (other than
subsequent Holders of Securities or New Securities if such subsequent Holders
are deemed to be Affiliates solely by reason of their holdings of such
Securities or New Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.


                                       20
<PAGE>
            If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Initial Purchasers.

                                       Very truly yours,

                                       Travelers Property Casualty Corp.


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

The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

Lehman Brothers Inc.
Salomon Smith Barney Inc.


By:  Lehman Brothers Inc.


By /s/ Erin Callan
  --------------------------------
  Name:  Erin Callan
  Title: Managing Director


By:  Salomon Smith Barney Inc.


By /s/ Richard Spiro
   --------------------------------
   Name: Richard Spiro
   Title: Managing Director

For themselves and the other several Initial Purchasers named in Schedule I to
the Purchase Agreement.


                                       21
<PAGE>
                                     ANNEX A

            Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter": within
the meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Securities received in exchange for Securities where such
Securities were acquired by such Broker-Dealer as a result of market-making
activities or other trading activities. The Company has agreed that, starting on
the Expiration Date (as defined herein) and ending on the close of business one
year after the Expiration Date, it will make this Prospectus available to any
Broker-Dealer for use in connection with any such resale. See "Plan of
Distribution".


                                       22
<PAGE>
                                     ANNEX B

            Each Broker-Dealer that receives New Securities for its own account
in exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "Plan of Distribution".


                                       23
<PAGE>
                                     ANNEX C

                              PLAN OF DISTRIBUTION

            Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, starting on the Expiration Date and ending on the close of business one
year after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such
resale. In addition, until __________, 200_, all dealers effecting transactions
in the New Securities may be required to deliver a prospectus.

            The Company will not receive any proceeds from any sale of New
Securities by brokers-dealers. New Securities received by Broker-Dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such New
Securities. Any Broker-Dealer that resales New Securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such New Securities may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit of any
such resale of New Securities and any commissions or concessions received by any
such Persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

            For a period of one year after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any Broker-Dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
holder of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the Securities (including any
Broker-Dealers) against certain liabilities, including liabilities under the
Securities Act.

            If applicable, add information required by Regulation S-K Items 507
and/or 508.


                                       24
<PAGE>
                                     ANNEX D



CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES
OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:
           ------------------------------------------------
Address:
           ------------------------------------------------

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


            If the undersigned is not a Broker-Dealer, the undersigned
represents that it acquired the New Securities in the ordinary course of its
business, it is not engaged in, and does not intend to engage in, a distribution
of New Securities and it has not arrangements or understandings with any Person
to participate in a distribution of the New Securities. If the undersigned is a
Broker-Dealer that will receive New Securities for its own account in exchange
for Securities, it represents that the Securities to be exchange for New
Securities were acquired by it as a result of market-making activities or other
trading activities and acknowledges that it will deliver a prospectus in
connection with any resale of such New Securities; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.


                                       25