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                                                                     Exhibit 4.1

                          FIRST SUPPLEMENTAL INDENTURE

                                     between

                          THE TRAVELERS COMPANIES, INC.

                                       and

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.

                  Supplemental to Junior Subordinated Indenture

                           dated as of March 12, 2007

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                                TABLE OF CONTENTS

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                                             ARTICLE 1
                                            DEFINITIONS

Section 1.01.  Definitions....................................................................     1

                                             ARTICLE 2
                          GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

Section 2.01.  Designation, Principal Amount and Authorized Denominations.....................    11
Section 2.02.  Repayment......................................................................    11
Section 2.03.  Form...........................................................................    14
Section 2.04.  Rate of Interest; Interest Payment Date........................................    15
Section 2.05.  Interest Deferral..............................................................    16
Section 2.06.  Alternative Payment Mechanism..................................................    17
Section 2.07.  Events of Default..............................................................    20
Section 2.08.  Securities Registrar; Paying Agent; Delegation of Trustee Duties...............    23
Section 2.09.  Limitation on Claims in the Event of Bankruptcy, Insolvency or Receivership....    23
Section 2.10.  Location of Payment............................................................    24
Section 2.11.  No Sinking Fund................................................................    24
Section 2.12.  Subordination..................................................................    24
Section 2.13.  Defeasance.....................................................................    24

                                             ARTICLE 3
                                             COVENANTS

Section 3.01.  Dividend and Other Payment Stoppages...........................................    24
Section 3.02.  Additional Limitation on Deferral Over One Year................................    26

                                             ARTICLE 4
                                   REDEMPTION OF THE DEBENTURES

Section 4.01.  Redemption Price...............................................................    26

                                             ARTICLE 5
                                      REPAYMENT OF DEBENTURES

Section 5.01.  Repayments.....................................................................    27
Section 5.02.  Selection of the Debentures to be Repaid.......................................    27
Section 5.03.  Notice of Repayment............................................................    27
Section 5.04.  Deposit of Repayment Amount....................................................    28
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Section 5.05.  Repayment of Debentures........................................................    28

                                             ARTICLE 6
                                   ORIGINAL ISSUE OF DEBENTURES

Section 6.01.  Calculation of Original Issue Discount.........................................    29

                                             ARTICLE 7
                                      SUPPLEMENTAL INDENTURES

Section 7.01.  Supplemental Indentures Without Consent Of Holders.............................    29

                                             ARTICLE 8
                                           MISCELLANEOUS

Section 8.01.  Effectiveness..................................................................    30
Section 8.02.  Successors and Assigns.........................................................    30
Section 8.03.  Effect of Recitals.............................................................    30
Section 8.04.  Ratification of Indenture......................................................    30
Section 8.05.  Governing Law..................................................................    30
Section 8.06.  Jury Trial Waiver..............................................................    30
Section 8.07.  Severability...................................................................    31
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      FIRST SUPPLEMENTAL INDENTURE, dated as of March 12, 2007 (the "FIRST
SUPPLEMENTAL INDENTURE"), between THE TRAVELERS COMPANIES, INC., a Minnesota
corporation (the "COMPANY"), having its principal office at 385 Washington
Street, St. Paul, Minnesota 55102, and THE BANK OF NEW YORK TRUST COMPANY, N.A.,
a national banking association, as trustee (hereinafter called the "TRUSTEE").

                             RECITALS OF THE COMPANY

      The Company and the Trustee entered into a Junior Subordinated Indenture,
dated as of March 12, 2007 (the "INDENTURE").

      Section 901 of the Indenture provides that the Company and the Trustee
may, without the consent of any Holder, enter into a supplemental indenture to
establish the form or terms of Securities of any series as permitted by Section
201 or 301 thereof.

      Pursuant to Sections 201 and 301 of the Indenture, the Company desires to
provide for the establishment of a series of Securities under the Indenture, and
the form and terms thereof, as hereinafter set forth.

      The Company has requested that the Trustee execute and deliver this First
Supplemental Indenture. The Company has delivered to the Trustee an Opinion of
Counsel and an Officers' Certificate pursuant to Sections 102, 303 and 903 of
the Indenture to the effect, among other things, that all conditions precedent
provided for in the Indenture to the Trustee's execution and delivery of this
First Supplemental Indenture have been complied with. All acts and things
necessary have been done and performed to make this First Supplemental Indenture
enforceable in accordance with its terms, and the execution and delivery of this
First Supplemental Indenture has been duly authorized in all respects.

      NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH: For and in
consideration of the premises and the purchase of the Debentures (as herein
defined) by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Debentures, as follows:

                                    ARTICLE 1
                                   DEFINITIONS

      Section 1.01. Definitions. For all purposes of this First Supplemental
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:

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      (a) Terms defined in the Indenture (as defined herein) have the same
meaning when used in this First Supplemental Indenture unless otherwise defined
herein.

      (b) The terms defined in this Article have the meanings assigned to them
in this Article, and include the plural as well as the singular.

      (c) The words "herein," "hereof" and "hereunder" and other words of
similar import refer to this First Supplemental Indenture as a whole and not to
any particular Article, Section or other subdivision, and any reference to an
Article, Section or other subdivision refers to an Article, Section or other
subdivision of this First Supplemental Indenture.

      (d) Any reference herein to "interest" shall include any Additional
Interest.

      In addition, the following terms used in this First Supplemental Indenture
have the following respective meanings:

      "ADDITIONAL INTEREST" means the interest, if any, that shall accrue on any
interest on the Debentures the payment of which has not been made on the
applicable Interest Payment Date.

      "APM PERIOD" means, with respect to any Deferral Period, the period
commencing on the earlier of (i) the first Interest Payment Date following the
commencement of such Deferral Period on which the Company pays any current
interest on the Debentures (which the Company may do from any source of funds)
or (ii) the fifth anniversary of the commencement of the Deferral Period, if on
such date such Deferral Period has not ended, and ending on the next Interest
Payment Date on which the Company raised an amount of Eligible Proceeds at least
equal to the aggregate amount of accrued and unpaid deferred interest, including
compounded interest, on the Debentures.

      "APPLICABLE SPREAD" means, with respect to a redemption of the Debentures,
0.50% in the case of a Tax Event or a Rating Agency Event and 0.25% in all other
cases.

      "BUSINESS DAY" means any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed or (iii) a day on which the
Corporate Trust Office of the Trustee, is closed for business.

      "BUSINESS COMBINATION" means any transaction that is subject to Section
801 of the Indenture.

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      "CALCULATION AGENT" means, with respect to the Debentures, The Bank of New
York Trust Company, N.A., or any other firm appointed by the Company, acting as
calculation agent in respect of the Debentures.

      "COMMERCIALLY REASONABLE EFFORTS" to sell Qualifying Capital Securities
means, commercially reasonable efforts to complete the offer and sale of
Qualifying Capital Securities to Persons other than Subsidiaries in public
offerings or private placements. The Company shall not be considered to have
made Commercially Reasonable Efforts to effect a sale of Qualifying Capital
Securities if it determines not to pursue or complete such sale solely due to
pricing, coupon, dividend rate or dilution considerations.

      "COMMON STOCK" means the Company's common stock (including treasury shares
of common stock), common stock issued pursuant to any dividend reinvestment plan
or the Company's employee benefit plans, a security of the Company's, ranking
upon liquidation, dissolution or winding up junior to Qualifying Preferred Stock
and pari passu with the Company's common stock, that tracks the performance of,
or relates to the results of, a business, unit or division of the Company, and
any securities issued in exchange therefore in connection with a merger,
consolidation, binding share exchange, business combination, recapitalization or
other similar event.

      "COMMON EQUITY ISSUANCE CAP" has the meaning specified in Section 2.06(a).

      "COMPANY" has the meaning specified in the Recitals.

      "CURRENT STOCK MARKET PRICE" means, with respect to the Company's common
stock on any date, (i) the closing sale price per share (or if no closing sale
price is reported, the average of the bid and ask prices or, if more than one in
either case, the average of the average bid and the average ask prices) on that
date as reported in composite transactions by the New York Stock Exchange or,
(ii) if the Company's common stock is not then listed on the New York Stock
Exchange, as reported by the principal U.S. securities exchange on which the
Company's common stock is traded or quoted on the relevant date or, (iii) if the
Company's common stock is not listed on any U.S. securities exchange on the
relevant date, the last quoted bid price for the Company's common stock in the
over-the-counter market on the relevant date as reported by the National
Quotation Bureau or similar organization, or (iv) if the Company's common stock
is not so quoted, the average of the mid-point of the last bid and ask prices
for the Company's common stock on the relevant date from each of at least three
nationally recognized independent investment banking firms selected by the
Company for this purpose.

      "DEBENTURES" has the meaning specified in Section 2.01.

      "DEFERRAL PERIOD" means the period commencing on an Interest Payment

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Date with respect to which the Company elects to defer interest pursuant to
Section 2.05 and ending on the earlier of (i) the tenth anniversary of that
Interest Payment Date and (ii) the next Interest Payment Date on which the
Company has paid all deferred and unpaid amounts (including compounded interest
on such deferred amounts) with respect to any subsequent period and all other
accrued interest on the Debentures.

      "ELIGIBLE PROCEEDS" means, for each relevant Interest Payment Date, the
net proceeds (after underwriters' or placement agents' fees, commissions or
discounts and other expenses relating to the issuance or sale) the Company has
received during the 180-day period prior to such Interest Payment Date from the
issuance or sale of Qualifying APM Securities (excluding sales of Qualifying
Preferred Stock and Mandatorily Convertible Preferred Stock in excess of the
Preferred Stock Issuance Cap) to persons that are not the Company's Subsidiaries

      "FINAL MATURITY DATE" has the meaning specified in Section 2.02(b).

      "FIRST SUPPLEMENTAL INDENTURE" means this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more agreements supplemental hereto.

      "INDENTURE" has the meaning specified in the Recitals.

      "INTEREST PAYMENT DATES" shall have the meaning specified in Section 2.04.

      "INTEREST PERIOD" means a Semi-Annual Interest Period or a Quarterly
Interest Period, as the case may be.

      "LIBOR DETERMINATION DATE" means the second London Banking Day immediately
preceding the first day of the relevant Quarterly Interest Period.

      "LONDON BANKING DAY" means any day on which commercial banks are open for
general business (including dealings in deposits in U.S. dollars) in London.

      "MAKE-WHOLE REDEMPTION PRICE" means, with respect to a redemption of the
Debentures in whole or in part, the present value of a principal payment on
March 15, 2017 and scheduled payments of interest that would have accrued from
the Redemption Date to March 15, 2017 on the Debentures being redeemed,
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at a discount rate equal to the
Treasury Rate (as determined and provided to the Calculation Agent by the
Treasury Dealer) plus the Applicable Spread, plus accrued and unpaid interest to
the Redemption Date, determined by the Calculation Agent.

      "MANDATORILY CONVERTIBLE PREFERRED STOCK" means Preferred Stock with (a)
no prepayment obligation of the liquidation preference on the part of the issuer

                                       4
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thereof, whether at the election of the holders or otherwise, and (b) a
requirement that the preferred stock converts into the Company's Common Stock
within three years from the date of its issuance at a conversion ratio within a
range established at the time of issuance of the Preferred Stock.

      "MARKET DISRUPTION EVENT" means, with respect to the issuance or sale of
Qualifying Capital Securities pursuant to Section 2.02 or Qualifying APM
Securities pursuant to Section 2.06, the occurrence or existence of any of the
following events or sets of circumstances:

      (i) Trading in securities generally, or shares of the Company's securities
specifically, on the New York Stock Exchange or any other national securities
exchange or in the over-the-counter market on which Qualifying APM Securities or
Qualifying Capital Securities, as the case may be, are then listed or traded
shall have been suspended or the settlement of such trading generally shall have
been materially disrupted or minimum prices shall have been established on any
such exchange or market by the United States Securities and Exchange Commission,
by the relevant exchange or by any other regulatory agency or governmental body
having jurisdiction such that trading shall have been materially disrupted;

      (ii) The Company would be required to obtain the consent or approval of
the Company's stockholders or a regulatory body (including, without limitation,
any securities exchange) or governmental authority to issue or sell Qualifying
APM Securities pursuant to Section 2.06 or to issue Qualifying Capital
Securities pursuant to Section 2.02, as the case may be, and such consent or
approval has not yet been obtained notwithstanding the Company's commercially
reasonable efforts to obtain such consent or approval;

      (iii) A banking moratorium shall have been declared by the federal or
state authorities of the United States such that market trading in the
Qualifying APM Securities or the Qualifying Capital Securities, as applicable,
has been disrupted or ceased;

      (iv) A material disruption shall have occurred in commercial banking or
securities settlement or clearance services in the United States such that
market trading in the Qualifying APM Securities or the Qualifying Capital
Securities, as applicable, has been disrupted or ceased;

      (v) The United States shall have become engaged in hostilities, there
shall have been an escalation in hostilities involving the United States, there
shall have been a declaration of a national emergency or war by the United
States or there shall have occurred any other national or international calamity
or crisis such that market trading in the Qualifying APM Securities or the
Qualifying Capital Securities, as applicable, has been disrupted or ceased;

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      (vi) There shall have occurred such a material adverse change in general
domestic or international economic, political or financial conditions, including
without limitation as a result of terrorist activities, or the effect of
international conditions on the financial markets in the United States shall be
such that trading Qualifying APM Securities or Qualifying Capital Securities, as
applicable, shall have been materially disrupted;

      (vii) An event occurs and is continuing as a result of which the offering
document for such offer and sale of Qualifying Capital Securities or Qualifying
APM Securities, as the case may be, would, in the reasonable judgment of the
Company, 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 and either (x) the disclosure of that event at such time,
in the reasonable judgment of the Company, is not otherwise required by law and
would have a material adverse effect on the business of the Company or (y) the
disclosure relates to a previously undisclosed proposed or pending material
business transaction, provided that no single suspension period contemplated by
this clause (vii) shall exceed 90 consecutive days and multiple suspension
periods contemplated by this clause (vii) shall not exceed an aggregate of 180
days in any 360-day period; or

      (viii) The Company reasonably believes that the offering document for such
offer and sale of Qualifying Capital Securities or Qualifying APM Securities, as
the case may be, would not be in compliance with a rule or regulation of the
United States Securities and Exchange Commission (for reasons other than those
referred to in clause (vii) above), and the Company determines it is unable to
comply with such rule or regulation or such compliance is unduly burdensome,
provided that no single suspension period contemplated by this clause (viii)
shall exceed 90 consecutive days and multiple suspension periods contemplated by
this clause (viii) shall not exceed an aggregate of 180 days in any 360-day
period.

      "PARI PASSU SECURITIES" means indebtedness of the Company that ranks in
right of payment upon liquidation on a parity with the Debentures, and includes
the Debentures.

      "PREFERRED STOCK" means the preferred stock of the Company.

      "PREFERRED STOCK ISSUANCE CAP" has the meaning specified in Section
2.06(a).

      "QUALIFYING APM SECURITIES" means Common Stock, Qualifying Preferred
Stock, Qualifying Warrants, and Mandatorily Convertible Preferred Stock,
provided that the Company may, without the consent of the holders of the
Debentures, amend the definition of "Qualifying APM Securities" to eliminate
Common Stock and/or Mandatorily Convertible Preferred Stock from this definition
if, after March 12, 2007, an accounting standard or interpretive

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<PAGE>

guidance of an existing accounting standard issued by an organization or
regulator that has responsibility for establishing or interpreting accounting
standards in the United States becomes effective such that there is more than an
insubstantial risk that failure to eliminate Common Stock and/or Mandatorily
Convertible Preferred Stock from the definition would result in a reduction in
the Company's earnings per share as calculated in accordance with generally
accepted accounting principles in the United States. The Company shall promptly
notify the holders of the Debentures, in the manner contemplated in the
Indenture, of such change.

      "QUALIFYING PREFERRED STOCK" means the Company's non-cumulative perpetual
Preferred Stock that ranks pari passu with or junior to all of the Company's
other Preferred Stock, is perpetual and (a) is subject to a Replacement Capital
Covenant substantially similar to the Replacement Capital Covenant or an "Other
Qualifying Capital Replacement Covenant", as such term is defined in the
Replacement Capital Covenant or (b) is subject to both (i) mandatory suspension
of dividends in the event the Company breaches certain financial metrics
specified within the offering documents for such Preferred Stock and (ii)
"Intent-Based Replacement Disclosure", as such term is defined in the
Replacement Capital Covenant. Additionally, in both (a) and (b) the transaction
documents for such Preferred Stock shall provide for no remedies as a
consequence of non-payment of distributions other than "Permitted Remedies", as
such term is defined in the Replacement Capital Covenant.

      "QUALIFYING CAPITAL SECURITIES" has the meaning specified in the
Replacement Capital Covenant.

      "QUALIFYING WARRANTS" means any net share settled warrants to purchase
Common Stock that (1) have an exercise price greater than the Current Stock
Market Price of Common Stock, and (2) that the Company is not entitled to redeem
for cash and the holders of which are not entitled to require the Company to
purchase for cash in any circumstances.

      "QUARTERLY INTEREST PAYMENT DATE" shall have the meaning specified in
Section 2.04.

      "QUARTERLY INTEREST PERIOD" the period beginning on and including March
15, 2017 and ending on but excluding the next Interest Payment Date and each
successive period beginning on and including an Interest Payment Date and ending
on but excluding the next interest payment date.

      "RATING AGENCY EVENT" means a change by any nationally recognized
statistical rating organization within the meaning of Rule 15c3-1 under the
Exchange Act that currently publishes a rating for the Company (in this
definition, a "rating agency") to its equity credit criteria for securities such
as the Debentures, as such criteria was in effect on March 5, 2007 (in this
definition, the "current criteria"), which change results in (x) the length of
time for which such current criteria is scheduled to be in effect is shortened
with respect to the

                                       7
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Debentures or (y) a lower equity credit being given to the Debentures as of the
date of such change than the equity credit that would have been assigned to the
Debentures as of the date of such change by such rating agency pursuant to its
current criteria.

      "REGULAR RECORD DATE" means (i) with respect to a Semi-Annual Interest
Payment Date, on March 1 or September 1, as any case may be, next preceding the
relevant Interest Payment date, and (ii) with respect any Quarterly Interest
Payment Date, the 15th day preceding the relevant Interest Payment Date.

      "REPAYMENT DATE" means the Scheduled Maturity Date and each Quarterly
Interest Payment Date thereafter until the Company shall have repaid or redeemed
all of the Debentures.

      "REPLACEMENT CAPITAL COVENANT" means the Replacement Capital Covenant,
dated as of March 12, 2007, by the Company, as the same may be amended or
supplemented from time to time in accordance with the provisions thereof and
Section 2.02(a)(vii) hereof.

      "RESPONSIBLE OFFICER OF THE PAYING AGENT" means, with respect to The Bank
of New York Trust Company, N.A. in its capacity as Paying Agent, any officer
within the corporate trust department (or any successor department, unit or
division of The Bank of New York Trust Company, N.A.) assigned to the paying
agent office of The Bank of New York Trust Company, N.A., in its capacity as
Paying Agent, who has direct responsibility for the administration of the Paying
Agent functions of the Indenture.

      "REUTERS PAGE LIBOR01" means the display so designated on the Reuters 3000
Xtra (or such other page as may replace that page on that service, or such other
service as may be nominated as the information vendor, for the purpose of
displaying rates or prices comparable to the London Interbank Offered rate for
U.S. dollar deposits).

      "SCHEDULED MATURITY DATE" has the meaning specified in Section 2.02(a).

      "SECURITIES REGISTRAR" means, with respect to the Debentures, The Bank of
New York Trust Company, N.A., or any other firm appointed by the Company, acting
as securities registrar for the Debentures.

      "SECURITIES REGISTRAR OFFICE" means the office of the applicable
Securities Registrar at which at any particular time its corporate agency
business shall principally be administered, which office at the date hereof in
the case of The Bank of New York Trust Company, N.A., in its capacity as
Securities Registrar under the Indenture, is located at 222 Berkeley Street, 2nd
floor, Boston, MA 02116, Attention: Corporate Trust Administration.

      "SEMI-ANNUAL INTEREST PAYMENT DATE" shall have the meaning specified in
Section 2.04.

                                       8
<PAGE>

      "SEMI-ANNUAL INTEREST PERIOD" means the period beginning on and including
March 12, 2007 and ending on but excluding the first Interest Payment Date and
each successive period beginning on and including an Interest Payment Date and
ending on but excluding the next Interest Payment Date until March 15, 2017.

      "SHARE CAP AMOUNT" has the meaning specified in Section 2.06.

      "TAX EVENT" means the receipt by the Company of an opinion of counsel
experienced in such matters to the effect that, as a result of any: (i)
amendment to or change (including any officially announced proposed change) in
the laws or regulations of the United States or any political subdivision or
taxing authority of or in the United States that is effective on or after March
12, 2007, (ii) official administrative decision or judicial decision or
administrative action or other official pronouncement interpreting or applying
those laws or regulations that is announced on or after March 12, 2007, or (iii)
threatened challenge asserted in connection with an audit of the Company or any
of its Subsidiaries, or a threatened challenge asserted in writing against any
tax payer that has raised capital through the issuance of securities that are
substantially similar to the Debentures and which securities, as of their issue
date, were rated at least investment grade by at least two nationally recognized
statistical rating organizations within the meaning of Rule 15C3-1 under the
Exchange Act, there is more than an insubstantial increase in the risk that
interest payable by the Company on the Debentures is not, or within 90 days of
the date of such opinion will not be, deductible by the Company, in whole or in
part, for United States federal income tax purposes.

      "THREE-MONTH LIBOR" means, with respect to any Quarterly Interest Period,
the rate (expressed as a percentage per annum) for deposits in U.S. dollars for
a three-month period commencing on the first day of that Quarterly Interest
Period that appears on Reuters Page LIBOR01 as of 11:00 a.m., London time, on
the LIBOR Determination Date for that Quarterly Interest Period. If such rate
does not appear on Reuters Page LIBOR01, Three-Month LIBOR will be determined on
the basis of the rates at which deposits in U.S. dollars for a three-month
period commencing on the first day of that Quarterly Interest Period and in a
principal amount of not less than $1,000,000 are offered to prime banks in the
London interbank market by four major banks in the London interbank market
selected by the Calculation Agent (after consultation with the Company), at
approximately 11:00 a.m., London time, on the LIBOR Determination Date for that
Quarterly Interest Period. The Calculation Agent will request the principal
London office of each of these banks to provide a quotation of its rate. If at
least two such quotations are provided, Three-Month LIBOR with respect to that
Quarterly Interest Period will be the arithmetic mean (rounded upward if
necessary to the nearest whole multiple of 0.00001%) of such quotations. If
fewer than two quotations are provided, Three-Month LIBOR with respect to that
Quarterly Interest Period will be the arithmetic mean (rounded upward if
necessary to the nearest whole multiple of 0.00001%) of the rates quoted by
three

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major banks in New York City selected by the Calculation Agent (after
consultation with the Company), at approximately 11:00 a.m., New York City time,
on the first day of that Quarterly Interest Period for loans in U.S. dollars to
leading European banks for a three-month period commencing on the first day of
that Quarterly Interest Period and in a principal amount of not less than
$1,000,000. However, if fewer than three banks selected by the Calculation Agent
to provide quotations are quoting as described above, Three-Month LIBOR for that
Quarterly Interest Period will be the same as Three-Month LIBOR as determined
for the previous Quarterly Interest Period or, in the case of the Quarterly
Interest Period beginning on March 15, 2017, 6.25%. The establishment of
Three-Month LIBOR for each Quarterly Interest Period by the Calculation Agent
shall (in the absence of manifest error) be final and binding.

      "TRADING DAY" means a day on which Common Stock is traded on the New York
Stock Exchange, or if not then listed on the New York Stock Exchange, a day on
which Common Stock is traded or quoted on the principal U.S. securities exchange
on which it is listed or quoted, or if not then listed or quoted on a U.S.
securities exchange, a day on which Common Stock is quoted in the
over-the-counter market.

      "TREASURY DEALER" means Citigroup Global Markets Inc. (or its successor)
or, if Citigroup Global Markets Inc. (or its successor) refuses to act as
Treasury Dealer for the purpose of determining the Make-Whole Redemption Price
or ceases to be a primary U.S. Government securities dealer, another nationally
recognized investment banking firm that is a primary U.S. Government securities
dealer specified by the Company to act as Treasury Dealer for the purpose of
determining the Make-Whole Redemption Price.

      "TREASURY PRICE" means, with respect to a Redemption Date, the bid-side
price for the Treasury Security as of the third Trading Day preceding the
Redemption Date, as set forth in the daily statistical release (or any successor
release) published by the Federal Reserve Bank of New York on that Trading Day
and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities,"
as determined by the Treasury Dealer, except that: (i) if that release (or any
successor release) is not published or does not contain that price information
on that Trading Day, or (ii) if the Treasury Dealer determines that the price
information is not reasonably reflective of the actual bid-side price of the
Treasury Security prevailing at 3:30 p.m., New York City time, on that Trading
Day, then Treasury Price will instead mean the bid-side price for the Treasury
Security at or around 3:30 p.m., New York City time, on that Trading Day
(expressed on a next Trading Day settlement basis) as determined by the Treasury
Dealer through such alternative means as are commercially reasonable under the
circumstances.

      "TREASURY RATE" means, with respect to a Redemption Date, the semi-annual
equivalent yield to maturity of the Treasury Security that corresponds to the
Treasury Price (calculated by the Treasury Dealer in accordance with standard

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market practice and computed as of the second Trading Day preceding the
Redemption Date).

      "TREASURY SECURITY" means the United States Treasury security that the
Treasury Dealer determines would be appropriate to use, at the time of
determination and in accordance with standard market practice, in pricing the
Debentures being redeemed in a tender offer based on a spread to United States
Treasury yields.

                                    ARTICLE 2
                 GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

      Section 2.01. Designation, Principal Amount and Authorized Denominations.

      (a) Designation. Pursuant to Section 201 and 301 of the Indenture, there
is hereby established a series of Securities of the Company designated as the
6.25% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067 (the
"DEBENTURES"), the principal amount of which to be issued shall be in accordance
with Section 2.01(b) hereof and as set forth in any Company Order for the
authentication and delivery of Debentures pursuant to the Indenture, and the
form and terms of which shall be as set forth hereinafter.

      (b) Principal Amount. Debentures in an initial aggregate principal amount
of $1,000,000,000 shall, upon execution of this First Supplemental Indenture, be
executed by the Company and delivered to the Trustee or an Authenticating Agent
for authentication, and the Trustee or an Authenticating Agent shall thereupon
authenticate and deliver said Debentures in accordance with a Company Order.
Additional Debentures may be issued pursuant to this First Supplemental
Indenture so long as such additional Debentures are fungible for U.S. tax
purposes with the Debentures issued as of the date of this First Supplemental
Indenture. Any additional Debentures issued under this First Supplemental
Indenture will rank equally and ratably in right of payment with the Debentures
issued on the date of this First Supplemental Indenture and together will be
treated as a single series of Debentures.

      (c) Authorized Denominations. The denominations in which Debentures shall
be issuable is $1,000 principal amount and integral multiples thereof.

      Section 2.02. Repayment.

      (a) Scheduled Maturity Date.

                                       11
<PAGE>

            (i) The principal amount of, and all accrued and unpaid interest on,
      the Debentures shall be payable in full on March 15, 2037 or, if such day
      is not a Business Day, the following Business Day (the "SCHEDULED MATURITY
      DATE"); provided, however, that in the event the Company has delivered an
      Officers' Certificate to the Trustee pursuant to clause (v) of this
      Section 2.02(a) in connection with the Scheduled Maturity Date, (x) the
      principal amount of Debentures payable on the Scheduled Maturity Date, if
      any, shall be the principal amount set forth in the notice of repayment,
      if any, accompanying such Officers' Certificate, (y) such principal amount
      of Debentures shall be repaid on the Scheduled Maturity Date pursuant to
      Article 5 hereof, and (z) subject to clause (ii) of this Section 2.02(a)
      the remaining Debentures shall remain outstanding and shall be payable on
      the immediately succeeding Quarterly Interest Payment Date or such earlier
      date on which they are redeemed pursuant to Article 4 hereof or become due
      and payable pursuant to Section 502 of the Indenture.

            (ii) In the event the Company has delivered an Officers' Certificate
      to the Trustee pursuant to clause (v) of this Section 2.02(a) in
      connection with any Quarterly Interest Payment Date, the principal amount
      of the Debentures repayable on such Quarterly Interest Payment Date shall
      be the principal amount set forth in the notice of repayment, if any,
      accompanying such Officers' Certificate, and shall be repaid on such
      Quarterly Interest Payment Date pursuant to Article 5 hereof, and the
      remaining Debentures shall remain outstanding and shall be payable on the
      immediately succeeding Quarterly Interest Payment Date or such earlier
      date on which they are redeemed pursuant to Article 4 hereof or become due
      and payable pursuant to Section 502 of the Indenture.

            (iii) The obligation of the Company to repay the Debentures pursuant
      to this Section 2.02(a) on any date prior to the Final Maturity Date shall
      be subject to (x) its obligations under Article Eleven of the Indenture to
      the holders of Senior Indebtedness and (y) its obligations under Section
      2.05 with respect to the payment of deferred interest on the Debentures.

            (iv) Until the Debentures are paid in full:

                  (A) the Company shall use Commercially Reasonable Efforts,
            subject to a Market Disruption Event to raise sufficient net
            proceeds from the issuance of Qualifying Capital Securities during a
            180-day period ending on the date, not more than 15 and not less
            than 10 Business Days prior to the Scheduled Maturity Date, on which
            the Company delivers the notice required by clause (v) of this
            Section 2.02(a) and Section 5.01, to permit repayment of the
            Debentures in full on the Scheduled Maturity Date pursuant to clause
            (i) of this Section 2.02(a); and

                                       12
<PAGE>

                  (B) if the Company is unable for any reason to raise
            sufficient proceeds from the issuance of Qualifying Capital
            Securities to permit repayment in full of the Debentures on the
            Scheduled Maturity Date or any subsequent Quarterly Interest Payment
            Date, the Company shall use Commercially Reasonable Efforts, subject
            to a Market Disruption Event to raise sufficient net proceeds from
            the issuance of Qualifying Capital Securities during a 90-day period
            ending on the date, not more than 15 and not less than 10 Business
            Days prior to the following Quarterly Interest Payment Date, on
            which the Company delivers the notice required by clause (v) of this
            Section 2.02(a) and Section 5.01, to permit repayment of the
            Debentures in full on such following Quarterly Interest Payment Date
            pursuant to clause (i)(z) of this Section 2.02(a); and

                  (C) the Company shall apply any such net proceeds to the
            repayment of the Debentures as provided in clause (vi) of this
            Section 2.02(a).

            (v) The Company shall, if it has not raised sufficient net proceeds
      from the issuance of Qualifying Capital Securities pursuant to clause (iv)
      above in connection with any Repayment Date, deliver an Officers'
      Certificate to the Trustee no more than 15 and no less than 10 Business
      Days in advance of such Repayment Date stating the amount of net proceeds,
      if any, raised pursuant to clause (iv) above in connection with such
      Repayment Date. The Company shall be excused from its obligation to use
      Commercially Reasonable Efforts to sell Qualifying Capital Securities
      pursuant to clause (iv) above if such Officers' Certificate further
      certifies that: (A) a Market Disruption Event was existing during the
      180-day period preceding the date of such Officers' Certificate or, in the
      case of any Repayment Date after the Scheduled Maturity Date, the 90-day
      period preceding the date of such Officers' Certificate; and (B) either
      (a) the Market Disruption Event continued for the entire 180-day period or
      90-day period, as the case may be, or (b) the Market Disruption Event
      continued for only part of the period but the Company was unable after
      Commercially Reasonable Efforts to raise sufficient net proceeds during
      the rest of that period to permit repayment of the Debentures in full.
      Each Officers' Certificate delivered pursuant to this clause (v), unless
      no principal amount of Debentures is to be repaid on the applicable
      Repayment Date, shall be accompanied by a notice of repayment pursuant to
      Section 5.01 setting forth the principal amount of the Debentures to be
      repaid on such Repayment Date, if any, which amount shall be determined
      after giving effect to clause (vi) of this Section 2.02(a).

            (vi) Net proceeds of the issuance of any Qualifying Capital
      Securities that the Company is permitted to apply to repayment of the

                                       13
<PAGE>

      Debentures on any Repayment Date will be applied, first, to pay deferred
      interest (including compounded interest thereon) to the extent of Eligible
      Proceeds raised pursuant to Section 2.06, second, to pay current interest
      to the extent not paid from other sources and, third, to repay the
      outstanding principal amount of Debentures, subject to a minimum principal
      amount of $5 million to be repaid on any Repayment Date; provided that if
      the Company is obligated to sell Qualifying Capital Securities and apply
      the net proceeds to payments of principal of or interest on any Pari Passu
      Securities, in addition to the Debentures then on any date and for any
      period the amount of net proceeds received by the Company from those sales
      and available for such payments shall be applied to the Debentures and
      those other Pari Passu Securities having the same scheduled maturity date
      as the Debentures pro rata in accordance with their respective outstanding
      principal amounts and none of such net proceeds shall be applied to any
      other securities having a later scheduled maturity date until the
      principal of and all accrued and unpaid interest on the Debentures has
      been paid in full. If the Company raises less than $5 million of proceeds
      from the sale of Qualifying Capital Securities during the relevant 180-day
      or 90-day period, the Company will not be required to repay any Debentures
      on the Scheduled Maturity Date or the next Quarterly Interest Payment
      Date, as applicable, but will use those net proceeds to repay the
      Debentures on the next Quarterly Interest Payment Date as of which the
      Company has raised at least $5 million of net proceeds.

            (vii) The Company shall not amend the Replacement Capital Covenant
      to impose additional restrictions on the type or amount of Qualifying
      Capital Securities that the Company may include for purposes of
      determining when repayment, redemption or purchase of the Debentures is
      permitted, except with the consent of Holders of a majority by principal
      amount of the Debentures. Except as aforesaid, the Company may amend or
      supplement the Replacement Capital Covenant in accordance with its terms
      and without the consent of the holders of the Debentures.

      (b) Final Maturity Date. The principal of, and all accrued and unpaid
interest on, all outstanding Debentures shall be due and payable on March 15,
2067 or, if such date is not a Business Day, the following Business Day (the
"FINAL MATURITY DATE"), regardless of the amount of Qualifying Capital
Securities the Company may have issued and sold by that time.

      Section 2.03 . Form. The Debentures shall be substantially in the form of
Exhibit A attached hereto and shall be issued in fully registered definitive
form without interest coupons. Principal of and interest on the Debentures
issued in definitive form will be payable, the transfer of such Debentures will
be registrable and such Debentures will be exchangeable for Debentures bearing
identical terms and provisions and notices and demands to or upon the Company in
respect of the Debentures and the Indenture may be served at the Corporate Trust
Office of the

                                       14
<PAGE>

Trustee, and the Company appoints the Trustee as its agent for the foregoing
purposes, provided that payment of interest may be made at the option of the
Company by check mailed to the Holders at such address as shall appear in the
Securities Register or by wire transfer in immediately available funds to the
bank account number of the Holders specified in writing by the Holders not less
than 10 days before the relevant Interest Payment Date and entered in the
Securities Register by the Securities Registrar. The Debentures may be presented
for registration of transfer or exchange at the Securities Registrar Office.

      The Debentures are initially solely issuable as Global Securities.
Registered Debentures shall be physically transferred to all beneficial owners
in definitive form in exchange for their beneficial interests in a Global
Security if the Depositary with respect to such Global Securities notifies the
Company that it is unwilling or unable to continue as Depositary for such Global
Security, as the case may be, and a successor Depositary is not appointed by the
Company within 90 days of such notice.

      Section 2.04. Rate of Interest; Interest Payment Date.

      (a) Rate of Interest. The Debentures shall bear interest from and
including March 12, 2007 to but excluding March 15, 2017, at the rate of 6.25%
per annum, computed on the basis of a 360-day year comprised of twelve 30-day
months. Commencing on March 15, 2017, the Debentures shall accrue interest at an
annual rate of Three-month LIBOR plus 2.215% (the "FLOATING RATE"), payable
quarterly in arrears. The amount of Floating Rate interest payable on the
Debentures for any Quarterly Interest Period will be computed on the basis of a
360-day year and the actual number of days elapsed in the 360-day year. If a
scheduled Quarterly Interest Payment Date is not a Business Day, such Interest
Payment Date shall be postponed to the next succeeding day that is a Business
Day; provided that if such Business Day is in the next succeeding calendar
month, such Interest Payment Date shall be the immediately preceding Business
Day. Interest will accrue from and including the last date in respect of which
interest has been paid or duly provided for to but excluding the Interest
Payment Date on which the interest is actually paid.

      (b) Interest Payment Dates. Subject to the other provisions hereof,
interest on the Debentures shall be payable (i) semi-annually in arrears on
March 15 and September 15 of each year, commencing on September 15, 2007, until
March 15, 2017 (each such date, a "SEMI-ANNUAL INTEREST PAYMENT DATE"), or if
any such day is not a Business Day, the following Business Day (and no interest
shall accrue as a result of such postponement) and (ii) thereafter, quarterly in
arrears on March 15, June 15, September 15 and December 15 of each year,
commencing on June 15, 2017 (each such date, a "QUARTERLY INTEREST PAYMENT DATE"
and, together with Semi-Annual Interest Payment Dates, each, an "INTEREST
PAYMENT DATE").

      (c) Interest will be payable to the persons in whose name the

                                       15
<PAGE>

Debentures are registered at the close of business on the Regular Record Date
next preceding the relevant Interest Payment Date, except that interest payable
at maturity shall be paid to the person to whom principal is paid.

      Section 2.05. Interest Deferral.

      (a) Option to Defer Interest Payments.

            (i) The Company shall have the right at any time and from time to
      time, to defer the payment of interest on the Debentures for one or more
      consecutive Interest Periods that do not exceed 10 years, provided that no
      Deferral Period shall extend beyond the Final Maturity Date or the earlier
      repayment or redemption date of the Debentures. If the Company has paid
      all deferred interest (including Additional Interest) on the Debentures,
      the Company shall have the right to elect to begin a new Deferral Period
      pursuant to this Section 2.05.

            (ii) At the end of any Deferral Period, the Company shall pay all
      deferred interest on the Debentures to the Persons in whose names the
      Debentures are registered in the Securities Register at the close of
      business on the Regular Record Date with respect to the Interest Payment
      Date at the end of such Deferral Period.

            (iii) The Company may elect to pay interest on any Interest Payment
      Date during any Deferral Period to the extent permitted by Section
      2.05(b).

      (b) Payment of Deferred Interest. The Company will not pay any deferred
interest on the Debentures (including Additional Interest thereon) from any
source other than Eligible Proceeds prior to the Final Maturity Date, except at
any time that the principal amount has been accelerated and such acceleration
has not been rescinded or in the case of a Business Combination to the extent
described below in this Section 2.05(c). Notwithstanding the foregoing, the
Company may pay current interest from any available funds.

      (c) Business Combination Exception. If the Company is involved in a
Business Combination where immediately after its consummation more than 50% of
the voting stock of the Person formed by such Business Combination, or the
Person that is the surviving entity of such Business Combination, or the Person
to whom all or substantially all of the Company's properties and assets are
conveyed, transferred or leased in such Business Combination, is owned by the
shareholders of the other party to such Business Combination, then Section
2.05(b) and Section 2.06 shall not apply to any Deferral Period that is
terminated on the next Interest Payment Date following the date of consummation
of such Business Combination.

      (d) Notice of Deferral. The Company shall give written notice of its
election to commence or continue any Deferral Period to the Trustee and the

                                       16
<PAGE>

Holders of the Debentures at least one Business Day and not more than sixty
Business Days before the next Interest Payment Date. Notice of the Company's
election of a Deferral Period shall be given to the Trustee and each holder of
Debentures at such holder's address appearing in the Security Register by
first-class mail, postage prepaid.

      Section 2.06. Alternative Payment Mechanism.

      (a) Obligation to Issue Qualifying APM Securities. During the APM Period,
the Company shall, subject to the occurrence of a Market Disruption Event as
described under Section 2.06(b) and subject to Section 2.05(b) and Section
2.06(c), issue one or more types of Qualifying APM Securities until the Company
has raised an amount of Eligible Proceeds at least equal to the aggregate amount
of accrued and unpaid deferred interest on the Debentures, including Additional
Interest thereon, and applied such Eligible Proceeds on the next Interest
Payment Date to the payment of deferred interest in accordance with Section
2.06, provided that:

            (i) the foregoing obligations shall not apply to the extent that,
      with respect to the issuance of Qualifying APM Securities or the payment
      of interest on the Debentures, the Company is not required to pay interest
      on the Debentures (and therefore the Company is not required to issue
      Qualifying APM securities to raise proceeds to pay such interest) at a
      time when the payment of such interest would violate the terms of any
      securities issued by the Company or any Subsidiary or the terms of a
      contract binding on the Company or any Subsidiary;

            (ii) the foregoing obligations shall not apply to the extent that,
      the number of shares of the Company's Common Stock issued or issuable upon
      exercise of Qualifying Warrants prior to the fifth anniversary of the
      commencement of a Deferral Period, applied during such Deferral Period to
      pay interest on the Debentures pursuant to this Section 2.06, together
      with the number of shares of the Company's common stock previously issued
      or issuable upon exercise of previously issued Qualifying Warrants during
      such Deferral Period, would exceed an amount equal to 2% of the total
      number of issued and outstanding shares of the Company's common stock
      immediately prior to the date of the Company's then most recent publicly
      available consolidated financial statements immediately prior to the date
      of such issuance (the "COMMON EQUITY ISSUANCE CAP"); provided that the
      Common Equity Issuance Cap will cease to apply with respect to a Deferral
      Period following the fifth anniversary of the commencement of a Deferral
      Period, at which point the Company must pay any deferred interest
      regardless of the time at which it was deferred, pursuant to this Section
      2.06, subject to a Market Disruption Event; and provided, further, that if
      the Common Equity Issuance Cap is reached during a Deferral Period and the
      Company subsequently pays all deferred interest, the Common Equity
      Issuance Cap will cease to apply with respect

                                       17
<PAGE>

      to a Deferral Period at the termination of such Deferral Period and will
      not apply again unless and until the Company starts a new Deferral Period;

            (iii) the foregoing obligations shall not apply to the extent that
      the net proceeds of any issuance of Qualifying Preferred Stock and
      Mandatorily Convertible Preferred Stock applied to pay interest on the
      Debentures pursuant to this Section 2.06, together with the net proceeds
      of all prior issuances of Preferred Stock and any still-outstanding
      Mandatorily Convertible Preferred Stock so applied during the current and
      all prior Deferral Periods, would exceed 25% of the aggregate principal
      amount of the Debentures issued under the Indenture (the "PREFERRED STOCK
      ISSUANCE CAP");

            (iv) notwithstanding the Common Equity Issuance Cap and the
      Preferred Stock Issuance Cap, for purposes of paying deferred interest,
      the Company shall not be permitted, subject to the provisions of paragraph
      (v) below, to sell Common Stock, Qualifying Warrants, or Mandatorily
      Convertible Preferred Stock such that the Common Stock to be issued (or
      which would be issuable upon exercise or conversion thereof) would be in
      excess of 132 million shares of Common Stock (the "SHARE CAP AMOUNT");
      provided that if the issued and outstanding shares of Common Stock are
      changed into a different number of shares or a different class by reason
      of any stock split, reverse stock split, stock dividend, reclassification,
      recapitalization, split-up, combination, exchange of shares or other
      similar transaction, or if additional Debentures are issued, the Share Cap
      Amount shall be correspondingly adjusted. If the Company amends the
      definition of Qualifying APM Securities to eliminate Common Stock, then
      the number of shares constituting the Share Cap Amount will be increased
      by 100%.

            The Share Cap Amount limitation shall apply so long as the
      Debentures remain outstanding. If the Share Cap Amount has been reached
      and it is not sufficient to allow the Company to raise sufficient proceeds
      to pay deferred interest in full, the Company shall use its commercially
      reasonable efforts to increase the Share Cap Amount (1) only to the extent
      that the Company can do so and simultaneously satisfy its future fixed or
      contingent obligations under other securities and derivative instruments
      that provide for settlement or payment in shares of the Common Stock or
      (2) if the Company cannot increase the Share Cap Amount pursuant to the
      preceding clause (1), by requesting the Company's Board of Directors to
      adopt a resolution for shareholder vote at the next occurring annual
      shareholders meeting to increase the number of shares of the Company's
      authorized common stock for purposes of satisfying the Company's
      obligations to pay deferred interest.

            For the avoidance of doubt, (x) once the Company reaches the Common
      Equity Issuance Cap for a Deferral Period, the Company shall

                                       18
<PAGE>

      not be required to issue more Common Stock, or if the definition of
      Qualifying APM Securities has been amended to eliminate Common Stock, more
      Qualifying Warrants pursuant to this Section 2.06(a), prior to the fifth
      anniversary of the commencement of a Deferral Period even if the amount
      referred to in clause (ii) of this Section 2.06 subsequently increases
      because of a subsequent increase in the number of outstanding shares of
      Common Stock, and (y) so long as the definition of Qualifying APM
      Securities has not been amended to eliminate Common Stock, the sale of
      Qualifying Warrants to pay deferred interest is an option that may be
      exercised at the Company's sole discretion, subject to the Common Equity
      Issuance Cap and the Share Cap Amount, and the Company is not obligated to
      sell Qualifying Warrants or to apply the proceeds of any such sale to pay
      deferred interest on the Debentures, and no class of investors of the
      Company's securities, or any other party, may require the Company to issue
      Qualifying Warrants.

      (b) Market Disruption Event. Section 2.06(a) shall not apply, with respect
to any Interest Payment Date, if the Company shall have provided to the Trustee
(which the Trustee will promptly forward upon receipt to each Holder of
Debentures) no more than 15 and no less than 10 Business Days prior to such
Interest Payment Date an Officers' Certificate stating that (i) a Market
Disruption Event was existing after the immediately preceding Interest Payment
Date and (ii) the Market Disruption Event continued for the entire period from
the Business Day immediately following the preceding Interest Payment Date to
the Business Day immediately preceding the date on which such Officers'
Certificate is provided.

      (c) Partial Payment of Deferred Interest.

            (i) If the Company has raised some but not all Eligible Proceeds
      necessary to pay all deferred interest, including Additional Interest, on
      any Interest Payment Date pursuant to this Section 2.06, such Eligible
      Proceeds shall be allocated to pay accrued and unpaid interest on the
      applicable Interest Payment Date in chronological order based on the date
      each payment was first deferred, subject to the Common Equity Issuance
      Cap, the Preferred Stock Issuance Cap, and the Share Cap Amount, as
      applicable, and payment on each installment of deferred interest shall be
      distributed to Holders of the Debentures on a pro rata basis.

            (ii) If the Company has outstanding Pari Passu Securities under
      which the Company is obligated to sell securities that are Qualifying APM
      Securities and apply the net proceeds to the payment of deferred interest
      or distributions, then on any date and for any period the amount of net
      proceeds received by the Company from those sales and available for
      payment of the deferred interest and distributions shall be applied to the
      Debentures and those other Pari Passu Securities on a pro rata basis up to

                                       19
<PAGE>

      the Common Equity Issuance Cap or the Preferred Stock Issuance Cap and the
      Share Cap Amount (or comparable provisions in the instruments governing
      those other Pari Passu Securities) in proportion to the total amounts that
      are due on the Debentures and such other Pari Passu Securities.

            (iii) Qualifying APM Securities Definition Change. The Company shall
      send written notice to the Trustee (who shall forward such notice to each
      Holder of the Debentures) in advance of any change in the definition of
      Qualifying APM Securities to eliminate Common Stock or Mandatorily
      Convertible Preferred Stock.

      (d) Qualifying Warrants. If the Company sells Qualifying Warrants to pay
deferred interest to satisfy its obligations pursuant to this Section 2.06, the
Company shall use commercially reasonable efforts, subject to the Common Equity
Issuance Cap, to set the terms of such Qualifying Warrants so as to raise
sufficient proceeds from their issuance to pay all deferred interest on the
Debentures in accordance with this Section 2.06.

      Section 2.07 . Events of Default. (a) (i) Solely for purposes of the
Debentures, Section 501 of the Indenture shall be deleted and replaced by the
following:

      SECTION 501. Events of Default

            "Event of Default", wherever used herein with respect to the
      Debentures, 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):

            (1) default in the payment of interest, including compounded
      interest, in full on any Debentures for a period of 30 days after the
      conclusion of a 10-year period following the commencement of any Deferral
      Period if at such time such Deferral Period has not ended; or

            (2) default in the payment of principal on the Debentures when due,
      whether at the Stated Maturity, upon redemption, upon a declaration of
      acceleration, or otherwise, subject to the limitations set forth in
      Section 2.02 of this First Supplemental Indenture; or

            (3) 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

                                       20
<PAGE>

      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

      (4) 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.

      When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in clauses (3) and (4) set forth in this Section
5.01, 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 bankruptcy law.

            (i) Solely for purposes of the Debentures, Section 502 of the
      Indenture shall be deleted and replaced by the following:

      SECTION 502. Acceleration of Maturity; Rescission and Annulment.

            If an Event of Default set forth in this Section 501 with respect to
      the Debentures occurs and is continuing, then in every such case the
      Trustee or the Holders of not less than 25% in aggregate principal amount
      of the Debentures may declare the principal amount of all of the
      Debentures and interest accrued thereon, if any, 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 amount shall
      become immediately due and payable.

                                       21
<PAGE>

            At any time after such a declaration of acceleration with respect to
      the Debentures has been made and before a judgment or decree for payment
      of the money due has been obtained by the Trustee as provided in Article
      Five of the Indenture, the Holders of a majority in aggregate principal
      amount of the Debentures 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 Defaulted Interest on all Debentures,

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

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

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

                  (2) all Events of Default with respect to the Debentures,
            other than the non-payment of the principal of the Debentures which
            has become due solely by such declaration of acceleration, have been
            cured or waived as provided under Section 513 of the Indenture.

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

      (b) The Trustee shall provide to the Holders of the Debentures such
notices as it shall from time to time provide with respect to the Debentures
under Section 602 of the Indenture. In addition, the Trustee shall provide to
the Holders of the Debentures notice of any Event of Default or event that, with
the giving of notice or lapse of time, or both, would become an Event of Default
with respect to the Debentures within 90 days after the actual knowledge of a
Responsible Officer of the Trustee of such Event of Default or other event.
However, except in cases of a default or an Event of Default in payment on the
Debentures, the Trustee will be protected in withholding the notice if one of
its Responsible Officers determines that withholding of the notice is in the
interest of such Holders.

                                       22
<PAGE>

      (c) The Company's failure to pay interest on the Debentures in accordance
with Sections 2.05 and 2.06 of this First Supplemental Indenture shall
constitute a default under the Indenture, but shall in no event constitute an
Event of Default. Notwithstanding anything to the contrary in the Indenture or
this First Supplemental Indenture, the Trustee shall have no obligation to
exercise any remedies with respect to any such default unless and except to the
extent directed in writing to do so by the Holders of a majority in principal
amount of the outstanding Debentures in accordance with and subject to the
conditions set forth in Sections 512 and 603(e) of the Indenture. The Trustee
may conclusively assume that Sections 2.05 and 2.06 of this First Supplemental
Indenture have been complied with unless the Company or the Holders of 25% in
aggregate principal amount of the Debentures have given the Trustee written
notice to the contrary.

      (d) For the avoidance of doubt, and without prejudice to any other
remedies that may be available to the Trustee or the Holders of the Debentures
under the Indenture, no breach by the Company of any covenant or obligation
under the Indenture or the terms of the Debentures or the terms of this First
Supplemental Indenture, including the Company's obligations under Section
2.02(a)(iv), Section 2.05 or Section 2.06, shall be an Event of Default with
respect to the Debentures, other than those specified in this Section 2.07; and
except as provided herein and in the Indenture with respect the occurrence and
during the continuance of an Event of Default, and as provided in Section
2.07(c) above, the Trustee shall be under no duty or obligation to exercise any
remedies or otherwise take any action in respect of any other default that may
occur under or in respect of this First Supplemental Indenture or the Indenture.

      Section 2.08. Securities Registrar; Paying Agent; Delegation of Trustee
Duties.

      (a) The Company appoints The Bank of New York Trust Company, N.A., as
Securities Registrar and Paying Agent with respect to the Debentures.

      (b) Notwithstanding any provision contained herein, to the extent
permitted by applicable law, the Trustee may delegate its duty to provide such
notices and to perform such other duties as may be required to be provided or
performed by the Trustee under the Indenture, and, to the extent such obligation
has been so delegated, the Trustee shall not be responsible for monitoring the
compliance of, nor be liable for the default or misconduct of, any such
designee.

      Section 2.09. Limitation on Claims in the Event of Bankruptcy, Insolvency
or Receivership. Each Holder, by such Holder's acceptance of the Debentures,
agrees that if a Bankruptcy Event of the Company shall occur prior to the
redemption or repayment of such Debentures, such Holder shall have no claim for,
and thus no right to receive, any deferred interest (including compounded
interest thereon) pursuant to Section 2.05 that has not been paid pursuant to
Sections 2.05 and 2.06 to the extent the amount of such interest exceeds the sum
of (x) interest that relates to the earliest two years of the portion of the
Deferral

                                       23
<PAGE>

Period for which interest has not been paid and (y) an amount equal to such
Holder's pro rata share of the excess, if any, of the Preferred Stock Issuance
Cap over the aggregate amount of net proceeds from the sale of Qualifying
Preferred Stock and unconverted Mandatorily Convertible Preferred Stock that we
have applied to pay deferred interest pursuant to the alternative payment
mechanism set forth in Section 2.06; provided that each Holder is deemed to
agree that to the extent the remaining claim exceeds the amount set forth in
clause (x), the amount it receives in respect of such excess shall not exceed
the amount it would have received had the claim for such excess ranked pari
passu with the interests of the holders, if any, of Qualifying Preferred Stock.

      Section 2.10. Location of Payment. Solely for the purposes of the
Debentures, the first paragraph of Section 307 shall be deleted and replaced by
the following:

      SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

            Payment of the principal of (and premium, if any) and interest on
      the Debentures will be made at the paying agent office, in such coin or
      currency of the United States of America as at the time of payment is
      legal tender for payment of public and private debts; provided, however,
      that at the option of the Company payment of interest may be made (i) by
      check mailed to the address of the Person entitled thereto as such address
      shall appear in the Securities Register or (ii) by wire transfer in
      immediately available funds at such place and to such account as may be
      designated by the Person entitled thereto as specified in the Securities
      Register. The office where the Debentures may be presented or surrendered
      for payment and the office where the Debentures may be surrendered for
      transfer or exchange and where notices and demands to or upon the Company
      in respect of the Debentures and the Indenture may be served shall be the
      paying agent office.

      Section 2.11. No Sinking Fund. The Debentures shall not be subject to any
sinking fund or analogous provisions.

      Section 2.12. Subordination. The subordination provisions of Article
Eleven of the Indenture shall apply to the Debentures.

      Section 2.13. Defeasance. The provisions of Article Fourteen of the
Indenture (Defeasance and Covenant Defeasance) shall apply to the Debentures.

                                    ARTICLE 3
                                    COVENANTS

      Section 3.01 . Dividend and Other Payment Stoppages. So long as any
Debentures remain outstanding, if the Company has given notice of its election
to

                                       24
<PAGE>

defer interest payments on the Debentures but the related Deferral Period has
not yet commenced or a Deferral Period is continuing, the Company shall not, and
shall not permit any Subsidiary of the Company to:

      (a) declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any shares of capital
stock of the Company;

      (b) make any payment of principal of, or interest or premium, if any, on
or repay, purchase or redeem any of the Company's debt securities that rank upon
the Company's liquidation on a parity with or junior to the Debentures; or

      (c) make any guarantee payments regarding any guarantee issued by the
Company of securities of any Subsidiaries if the guarantee ranks upon the
Company's liquidation on a parity with or junior to the Debentures.

provided, however, the restrictions in clauses (a), (b) and (c) above do not
apply to: (i) any purchase, redemption or other acquisition of shares of its
capital stock by the Company in connection with (A) any employment contract,
benefit plan or other similar arrangement with or for the benefit of any one or
more of its employees, officers, directors, consultants or independent
contractors, (B) the satisfaction of the Company's obligations pursuant to any
contract entered into in the ordinary course of business prior to the beginning
of the applicable Deferral Period, (C) a dividend reinvestment or shareholder
purchase plan, or (D) the issuance of the Company's capital stock, or securities
convertible into or exercisable for such capital stock, as consideration in an
acquisition transaction entered into prior to the applicable Deferral Period;
(ii) any exchange, redemption or conversion of any class or series of the
Company's capital stock, or the capital stock of one of its Subsidiaries, for
any other class or series of its capital stock, or of any class or series of its
indebtedness for any class or series of its capital stock; (iii) any purchase of
fractional interests in shares of the Company's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the securities being
converted or exchanged; (iv) any declaration of a dividend in connection with
any shareholder rights plan, or the issuance of rights, stock or other property
under any shareholder rights plan, or the redemption or purchase of rights
pursuant thereto; (v) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or stock issuable upon exercise of such
warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks equally with or junior to such stock; (vi) any
payment of current or deferred interest on Pari Passu Securities that is made
pro rata to the amounts due on such Pari Passu Securities (including the
Debentures); provided that such payments are made in accordance with Section
2.06(c) to the extent it applies, and any payments of deferred interest on Pari
Passu Securities that, if not made, would cause the Company to breach the terms
of the instrument governing such Pari Passu Securities; or (vii) any payment of
principal in respect of Pari Passu Securities having the same scheduled maturity
date as the Debentures, as required under a provision of such other Pari Passu
Securities that is substantially

                                       25
<PAGE>

the same as the provisions in Section 2.02, and that is made on a pro rata basis
among one or more series of Pari Passu Securities (including the Debentures)
having such a provision.

      Section 3.02 . Additional Limitation on Deferral Over One Year. If any
Deferral Period lasts longer than one year, the limitation on the Company's
ability to redeem or purchase Qualifying APM Securities or any securities of the
Company that on the Company's bankruptcy or liquidation rank pari passu, or
junior, as applicable, to such Qualifying APM Securities as set forth in Section
3.01, shall continue until the first anniversary of the date on which all
deferred interest on the Debentures has been paid. However, if the Company is
involved in a Business Combination where immediately after its consummation more
than 50% of the voting stock of the Person that is the surviving entity of such
Business Combination, or the Person to whom all or substantially all of the
Company's properties and assets are conveyed, transferred or leased in such
Business Combination, is owned by the shareholders of the other party to such
Business Combination, then the immediately preceding sentence will not apply
during the Deferral Period that is terminated on the next Interest Payment Date
following the date of consummation of such Business Combination.

                                   ARTICLE 4
                          REDEMPTION OF THE DEBENTURES

      Section 4.01 . Redemption Price. The Debentures shall be redeemable in
accordance with Article Twelve of the Indenture, provided that (a) the
Debentures are redeemable in whole or in part at the option of the Company at
any time after the date of this First Supplemental Indenture at a Redemption
Price equal to the greater of (i) 100% of the principal amount of the Debentures
being redeemed plus accrued and unpaid interest to the Redemption Date or (ii)
the applicable Make-Whole Redemption Price, and (b) the Debentures are
redeemable in whole but not in part at any time within 90 days following the
occurrence and during the continuation of a Tax Event or Rating Agency Event, in
each case at a Redemption Price equal to (1) in the case of any redemption on or
after March 15, 2017, 100% of the principal amount of the Debentures being
redeemed plus accrued and unpaid interest to the Redemption Date or (2) in the
case of any redemption prior to March 15, 2017, the greater of (i) 100% of their
principal amount plus accrued and unpaid interest to the Redemption Date or (ii)
the Make-Whole Redemption Price; provided that if the Debentures are not
redeemed in whole, the Company may not affect such redemption unless at least
$25 million aggregate principal amount of the Debentures, excluding any
Debentures held by the Company or any of its affiliates, remains outstanding
after giving effect to such redemption.

                                       26
<PAGE>

                                    ARTICLE 5
                             REPAYMENT OF DEBENTURES

      Section 5.01. Repayments. The Company shall, not more than 65 nor less
than 60 Business Days prior to each Repayment Date (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of the principal
amount of Debentures to be repaid on such date pursuant to Section 2.02(a).

      Section 5.02. Selection of the Debentures to be Repaid. If less than all
the Debentures are to be repaid on any Repayment Date (unless the Debentures are
issued in the form of a Global Security), the particular Debentures to be repaid
shall be selected not more than 60 days prior to such Repayment Date by the
Trustee, from the Outstanding Debentures not previously repaid or called for
redemption, by lot or such other method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of a portion
of the principal amount of any Debentures, provided that the portion of the
principal amount of any Debentures not repaid shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination).

      The Trustee shall promptly notify the Company in writing of the Debentures
selected for partial repayment and the principal amount thereof to be repaid.
For all purposes hereof, unless the context otherwise requires, all provisions
relating to the repayment of Debentures shall relate, in the case of any
Debentures repaid or to be repaid only in part, to the portion of the principal
amount of such Debentures which has been or is to be repaid.

      Section 5.03. Notice of Repayment. Notice of repayment shall be given by
first-class mail, postage prepaid, mailed not earlier than the 15th day, and not
later than the 10th Business Day, prior to the Repayment Date, to each Holder of
Debentures to be repaid, at the address of such Holder as it appears in the
Security Register.

      Each notice of repayment shall identify the Debentures to be repaid
(including the Debentures' CUSIP number, if a CUSIP number has been assigned to
the Debentures) and shall state:

      (a) the Repayment Date;

      (b) if less than all Outstanding Debentures are to be repaid, the
identification (and, in the case of partial repayment, the respective principal
amounts) of the particular Debentures to be repaid;

      (c) that on the Repayment Date, the principal amount of the Debentures to
be repaid will become due and payable upon each such Debentures or portion
thereof, and that interest thereon, if any, shall cease to accrue on and after
said date; and

      (d) the place or places where such Debentures are to be surrendered for
payment of the principal amount thereof.

                                       27
<PAGE>

      Notice of repayment shall be given by the Company or, if the Company
timely notifies the Trustee, at the Company's request, by the Trustee in the
name and at the expense of the Company and shall be irrevocable. The notice if
mailed in the manner herein provided shall be conclusively presumed to have been
duly given, whether or not the Holders receive such notice. In any case, a
failure to give such notice by mail or any defect in the notice to any Holder of
any Debentures designated for repayment as a whole or in part shall not affect
the validity of the proceedings for the repayment of any other Debentures.

      Section 5.04. Deposit of Repayment Amount. Prior to 11:00 a.m. New York
City time on the Repayment Date specified in the notice of repayment given as
provided in Section 5.03, the Company will deposit with the Trustee or with one
or more Paying Agents (or if the Company is acting as its own Paying Agent, the
Company will segregate and hold in trust as provided in Section 1003 of the
Indenture) an amount of money, in immediately available funds, sufficient to pay
the principal amount of, and any accrued interest on, all the Debentures which
are to be repaid on that date.

      Section 5.05. Repayment of Debentures. If any notice of repayment has been
given as provided in Section 5.03, the Debentures or portion of the Debentures
with respect to which such notice has been given shall become due and payable on
the date and at the place or places stated in such notice. On presentation and
surrender of such Debentures at a Place of Payment in said notice specified, the
said securities or the specified portions thereof shall be paid by the Company
at their principal amount, together with accrued interest to but excluding the
Repayment Date; provided that, except in the case of a repayment in full of all
Outstanding Debentures, installments of interest whose Stated Maturity is on or
prior to the Repayment Date will be payable to the Holders of such Debentures,
registered as such at the close of business on the relevant Regular Record Dates
according to their terms and the provisions of Section 1001 of the Indenture.

      Upon presentation of any Debentures repaid in part only, the Company shall
execute and the Trustee shall authenticate and make available for delivery to
the Holders thereof, at the expense of the Company, a new Debenture, of
authorized denominations, in aggregate principal amount equal to the portion of
the Debentures not repaid and so presented and having the same Scheduled
Maturity Date and other terms. If a Global Security is so surrendered, such new
Debentures will also be a new Global Security.

      If any Debentures required to be repaid shall not be so repaid upon
surrender thereof, the principal of such Debentures shall, until paid, bear
interest from the applicable Repayment Date at the rate prescribed therefore in
the Debentures.

                                       28
<PAGE>

                                    ARTICLE 6
                          ORIGINAL ISSUE OF DEBENTURES

      Section 6.01 . Calculation of Original Issue Discount. If during any
calendar year any original issue discount shall have accrued on the Debentures,
the Company shall file with each Paying Agent (including the Trustee if it is a
Paying Agent) promptly at the end of each calendar year (a) a written notice
specifying the amount of original issue discount (including daily rates and
accrual periods) accrued on Outstanding Securities as of the end of such year
and (b) such other specific information relating to such original issue discount
as may then be relevant under the Internal Revenue Code of 1986, as amended from
time to time. The Company would not be required to make actual payments on the
Debentures during a Deferral Period.

                                    ARTICLE 7
                             SUPPLEMENTAL INDENTURES

      Section 7.01 . Supplemental Indentures Without Consent Of Holders. Solely
for purposes of the Debentures, Section 901 of the Indenture shall be deleted
and replaced with the following:

      SECTION 901. 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
supplement or amend the Indenture and this First Supplemental Indenture for any
of the following purposes:

      (1) to evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company herein and in
the Securities; or

      (2) to add to or modify the covenants of the Company for the benefit of
the Holders of Debentures or to surrender any right or power herein conferred
upon the Company; provided that no such amendment or modification may add Events
of Default or acceleration events with respect to the Debentures; or

      (3) to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Debentures 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 611(b); or

      (4) to qualify or maintain qualification of this Indenture under the Trust
Indenture Act; or

                                       29
<PAGE>

      (5) to cure any ambiguity, to correct or supplement any provision herein
which may be defective or inconsistent with any other provision herein or in any
supplemental indenture, 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 Debentures in any material
respect; or

      (6) to make any changes to the Indenture or this First Supplemental
indenture in order to conform the Indenture and this First Supplemental
Indenture to the final prospectus supplement provided to investors in connection
with the offering of the Debentures.

                                    ARTICLE 8
                                  MISCELLANEOUS

      Section 8.01. Effectiveness. This First Supplemental Indenture will
become effective upon its execution and delivery.

      Section 8.02. Successors and Assigns. All covenants and agreements in the
Indenture, as supplemented and amended by this First Supplemental Indenture, by
the Company shall bind its successors and assigns, whether so expressed or not.

      Section 8.03. Effect of Recitals. The recitals contained herein and in
the Debentures, except the Trustee's certificates of authentication, shall be
taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this First
Supplemental Indenture or of the Debentures. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of the Debentures or the proceeds thereof.

      Section 8.04. Ratification of Indenture. The Indenture as supplemented by
this First Supplemental Indenture, is in all respects ratified and confirmed,
and this First Supplemental Indenture shall be deemed part of the Indenture in
the manner and to the extent herein and therein provided.

      Section 8.05. Governing Law. This First Supplemental Indenture and the
Debentures shall be governed by and construed in accordance with the laws of the
State of New York.

      Section 8.06. Jury Trial Waiver. EACH PARTY HERETO, AND EACH HOLDER OF ANY
Debentures BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS INDENTURE.

                                       30
<PAGE>

      Section 8.07. Severability. If any provision of the Indenture, as
supplemented and amended by this First Supplemental Indenture, shall be held or
deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the
same shall not affect any other provision or provisions herein contained or
render the same invalid, inoperative or unenforceable to any extent whatever.

                                      * * *

      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.

                                       31
<PAGE>

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

                                    THE TRAVELERS COMPANIES, INC.

                                    By: /s/ Douglas K. Russell
                                        ----------------------------------
                                        Name:  Douglas K. Russell
                                        Title: Senior Vice President,
                                               Corporate Controller and
                                               Treasurer

                                    By: /s/ Bruce A. Backberg
                                        ----------------------------------
                                        Name:  Bruce A. Backberg
                                        Title: Senior Vice President and
                                               Corporate Secretary

                                    THE BANK OF NEW YORK TRUST COMPANY,
                                         N.A. as Trustee

                                    By: /s/ Peter M. Murphy
                                        ----------------------------------
                                        Name:  Peter M. Murphy
                                        Title: Vice President

<PAGE>

                                                                       EXHIBIT A

                              [FORM OF DEBENTURES]