<PAGE>
                                                                     EXHIBIT 4.1


                                RIGHTS AGREEMENT

                  RIGHTS AGREEMENT, dated as of March 21, 2002 (the
"Agreement"), between Travelers Property Casualty Corp., a Connecticut
corporation (the "Company"), and EquiServe Trust Company, N.A., a national
banking association (the "Rights Agent").

                               W I T N E S S E T H

                  WHEREAS, on March 21, 2002 (the "Rights Dividend Declaration
Date"), the Board of Directors of the Company authorized and declared a dividend
distribution of one Class A Right (as hereinafter defined) for each share of
Class A Common Stock, par value $.01 per share, and one Class B Right (as
hereinafter defined) for each share of Class B Common Stock, par value $.01 per
share (the Class A Common Stock and the Class B Common Stock together, the
"Common Stock"), outstanding, respectively, at the close of business on March
21, 2002 (the "Record Date"), and has authorized the issuance of one Class A
Right and one Class B Right, respectively (as such numbers may hereinafter be
adjusted pursuant to the provisions of Section 11(p) hereof), for each share of
Class A Common Stock and Class B Common Stock, respectively, issued between the
Record Date and the Distribution Date (as hereinafter defined), each Right (as
hereinafter defined) initially representing the right to purchase one
one-thousandth of a share of Series A Junior Participating Preferred Stock of
the Company having the rights, powers and preferences set forth in the form of
Certificate of Amendment setting forth the amendment determining the terms
thereof attached hereto as Exhibit A, upon the terms and subject to the
conditions hereinafter set forth (the Class A Rights and the Class B Rights
together, the "Rights");

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as follows:

                  Section 1. Certain Definitions. For purposes of this
Agreement, the following terms have the meanings indicated:

                        (a) "Acquiring Person" shall mean any Person who or
which, together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of shares of Common Stock which have the right to cast 15% or
more of the votes that may be cast by all outstanding shares for the election of
directors of the Company, but shall not include (i) the Company, (ii) any
Subsidiary of the Company, (iii) any employee benefit plan of the Company, any
Subsidiary of
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the Company, or any Person or entity organized, appointed or established by the
Company for or pursuant to the terms of any such plan, (iv) Citigroup (provided
that this clause (iv) shall be of no further force or effect commencing the
first time that Citigroup beneficially owns less than five percent (5%) of the
voting power of the outstanding shares of Common Stock (excluding for such
purposes shares of Common Stock beneficially owned by Citigroup but not for its
own account, including (in such exclusion) Beneficial Ownership which arises by
virtue of some entity that is an Affiliate of Citigroup being a sponsor or
advisor of a mutual or similar fund that beneficially owns shares of Common
Stock), (v) any Person who becomes the Beneficial Owner of shares of Common
Stock which have the right to cast 15% or more of the votes that may be cast by
all outstanding shares for the election of directors of the Company as a result
of a reduction in the number of shares of Common Stock outstanding due to the
repurchase of shares of Common Stock by the Company, unless and until such
Person, after becoming aware that such Person has become the Beneficial Owner of
shares of Common Stock which have the right to cast 15% or more of the votes
that may be cast by all outstanding shares for the election of directors of the
Company acquires beneficial ownership of additional shares or (vi) any Person
who has reported or is required to report such ownership (but less than 20%) on
Schedule 13G under the Exchange Act (or any comparable or successor report) or
on Schedule 13D under the Exchange Act (or any comparable or successor report)
which Schedule 13D does not state any intention to or reserve the right to
control or influence the management or policies of the Company or engage in any
of the actions specified in Item 4 of such schedule (other than the disposition
of the Common Stock) and, within 10 Business Days of being requested by the
Company to advise it regarding the same, accurately certifies to the Company
that such Person acquired shares of Common Stock which have the right to cast
15% or more of the votes that may be cast by all outstanding shares for the
election of directors of the Company inadvertently or without knowledge of the
terms of the Rights and who, together with all Affiliates and Associates, as
promptly as practicable after becoming aware of the terms of the Rights,
thereafter divested shares of Common Stock beneficially owned by such Person
until such Person is no longer the Beneficial Owner of shares of Common Stock
which have the right to cast 15% or more of the votes that may be cast by all
outstanding shares for the election of directors of the Company; provided,
however, that if the Person requested to so certify fails to do so within 10
Business Days (unless extended by the Board of Directors), then such Person
shall become an Acquiring Person immediately after such 10-Business Day period,
as it may be so extended.

                        (b) "Act" shall mean the Securities Act of 1933, as
amended.


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                        (c) "Affiliate" and "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations under the Exchange Act.

                        (d) A Person shall be deemed the "Beneficial Owner" of,
and shall be deemed to "beneficially own," any securities:

                              (i) which such Person or any of such Person's
          Affiliates or Associates, directly or indirectly, has the right to
          acquire (whether such right is exercisable immediately or only after
          the passage of time) pursuant to any agreement, arrangement or
          understanding (whether or not in writing) or upon the exercise of
          conversion rights, exchange rights, rights, warrants or options, or
          otherwise; provided, however, that a Person shall not be deemed the
          "Beneficial Owner" of, or to "beneficially own," (A) securities
          tendered pursuant to a tender or exchange offer made by such Person or
          any of such Person's Affiliates or Associates until such tendered
          securities are accepted for purchase or exchange, (B) securities
          issuable upon exercise of Rights at any time prior to the occurrence
          of a Triggering Event (as hereinafter defined), or (C) securities
          issuable upon exercise of Rights from and after the occurrence of a
          Triggering Event which Rights were acquired by such Person or any of
          such Person's Affiliates or Associates prior to the Distribution Date
          (as hereinafter defined) or pursuant to Section 3(a) or Section 22
          hereof (the "Original Rights") or pursuant to Section 11(i) hereof in
          connection with an adjustment made with respect to any Original
          Rights;

                              (ii) which such Person or any of such Person's
          Affiliates or Associates, directly or indirectly, has the right to
          vote or dispose of or has "beneficial ownership" of (as determined
          pursuant to Rule 13d-3 of the General Rules and Regulations under the
          Exchange Act), including pursuant to any agreement, arrangement or
          understanding, whether or not in writing; provided, however, that a
          Person shall not be deemed the "Beneficial Owner" of, or to
          "beneficially own," any security under this subparagraph (ii) as a
          result of an agreement, arrangement or understanding to vote such
          security if such agreement, arrangement or understanding: (A) arises
          solely from a revocable proxy given in response to a proxy or consent
          solicitation made pursuant to, and in accordance with, the applicable
          provisions of the General Rules and Regulations under the Exchange
          Act, and (B) is


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          not reportable by such Person on Schedule 13D under the Exchange Act
          (or any comparable or successor report); or

                              (iii) which are beneficially owned, directly or
          indirectly, by any other Person (or any Affiliate or Associate
          thereof) with which such Person (or any of such Person's Affiliates or
          Associates) has any agreement, arrangement or understanding (whether
          or not in writing), for the purpose of acquiring, holding, voting
          (except pursuant to a revocable proxy as described in the proviso to
          subparagraph (ii) of this paragraph (d)) or disposing of any voting
          securities of the Company;

provided, however, that nothing in this paragraph (d) shall cause a Person
engaged in business as an underwriter of securities to be the "Beneficial Owner"
of, or to "beneficially own," any securities acquired through such Person's
participation in good faith in a firm commitment underwriting until the
expiration of forty days after the date of such acquisition, and then only if
such securities continue to be owned by such Person at such expiration of forty
days;

provided, however that any Affiliates, Associates or other Persons who may be
deemed representatives of Citigroup serving as directors of the Company shall
not be deemed to beneficially own securities held by Citigroup as a result of
(i) their serving as directors or taking any action in connection therewith or
(ii) discussing the status of Citigroup's shares with the Company, absent an
express agreement among Citigroup and such shareholders to act in concert with
one another as shareholders so as to cause, in the good faith judgment of the
Board of Directors, each such shareholder to be the Beneficial Owner of the
shares held by Citigroup or the other shareholders.

                        (e) "Business Day" shall mean any day other than a
Saturday, Sunday or a day on which banking institutions in the State of New York
are authorized or obligated by law or executive order to close.

                        (f) "Citigroup" shall mean Citigroup Inc., all
successors to Citigroup Inc. by way of merger, consolidation or sale of all or
substantially all of its assets, and all corporations, partnerships, joint
ventures, associations and other entities in which the Citigroup Inc. owns
(directly or indirectly) fifty percent of the outstanding voting stock, voting
power, partnership interests or similar ownership interests, but shall not
include the Company.


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                        (g) "Citigroup Inc." shall mean Citigroup Inc., a
Delaware corporation, and all of its successors by way of merger, consolidation
or sale of all or substantially all of its assets.

                        (h) "Class A Rights Certificate" shall have the meaning
set forth in Section 3(a) hereof.

                        (i) "Class B Rights Certificate" shall have the meaning
set forth in Section 3(a) hereof.

                        (j) "Class A Common Stock" shall mean the Class A Common
Stock, par value $.01, of the Company.

                        (k) "Class B Common Stock" shall mean the Class B Common
Stock, par value $.01, of the Company.

                        (l) "Class A Right" shall mean the Right attached to
each share of Class A Common Stock.

                        (m) "Class B Right" shall mean the Right attached to
each share of Class A Common Stock.

                        (n) "Close of business" on any given date shall mean
5:00 P.M., New York City time, on such date; provided, however, that if such
date is not a Business Day, it shall mean 5:00 P.M., New York City time, on the
next succeeding Business Day.

                        (o) "Common Stock" shall have the meaning set forth in
the WHEREAS clause at the beginning of the Agreement, except that "Common Stock"
when used with reference to any Person other than the Company shall mean the
capital stock of such Person with the greatest voting power, or the equity
securities or other equity interest having power to control or direct the
management, of such Person.

                        (p) "Common Stock Equivalents" shall have the meaning
set forth in Section 11(a)(iii) hereof.

                        (q) "Current Market Price" shall have the meaning set
forth in Section 11(d)(i) hereof.


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                        (r) "Current Value" shall have the meaning set forth in
Section 11(a)(iii) hereof.

                        (s) "Distribution Date" shall have the meaning set forth
in Section 3(a) hereof.

                        (t) "Equivalent Preferred Stock" shall have the meaning
set forth in Section 11(b) hereof.

                        (u) "Equivalent Stock" shall have the meaning assigned
to it in Section 7.

                        (v) "Exchange Act" shall mean the Securities and
Exchange Act of 1934, as amended.

                        (w) "Exchange Ratio" shall have the meaning assigned to
it in Section 24.

                        (x) "Expiration Date" shall have the meaning set forth
in Section 7(a) hereof.

                        (y) "Final Expiration Date" shall have the meaning set
forth in Section 7(a) hereof.

                        (z) "Person" shall mean any individual, firm,
corporation, partnership or other entity and shall include any successor by
merger or otherwise of such entity.

                        (aa) "Preferred Stock" shall mean shares of Series A
Junior Participating Preferred Stock, par value $.01 per share, of the Company,
and, to the extent that there are not a sufficient number of shares of Series A
Junior Participating Preferred Stock authorized to permit the full exercise of
the Rights, any other series of preferred stock of the Company designated for
such purpose containing terms substantially similar to the terms of the Series A
Junior Participating Preferred Stock.

                        (ab) "Principal Party" shall have the meaning set forth
in Section 13(b) hereof.

                        (ac) "Purchase Price" shall have the meaning set forth
in Section 4(a)(ii) hereof.


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<PAGE>
                        (ad) "Record Date" shall have the meaning set forth in
the WHEREAS clause at the beginning of this Agreement.

                        (ae) "Rights" shall have the meaning set forth in the
WHEREAS clause at the beginning of this Agreement.

                        (af) "Rights Agent" shall have the meaning set forth in
the parties clause at the beginning of this Agreement.

                        (ag) "Rights Certificates" shall mean the Class A Rights
Certificates and the Class B Rights Certificates.

                        (ah) "Rights Dividend Declaration Date" shall have the
meaning set forth in the WHEREAS clause at the beginning of this Agreement.

                        (ai) "Section 11(a)(ii) Event" shall mean any event
described in Section 11(a)(ii) hereof.

                        (aj) "Section 13 Event" shall mean any event described
in clauses (x), (y) or (z) of Section 13(a) hereof.

                        (ak) "Spread" shall have the meaning set forth in
Section 11(a)(iii) hereof.

                        (al) "Stock Acquisition Date" shall mean the first date
of public announcement (which, for purposes of this definition, shall include,
without limitation, a report filed or amended pursuant to Section 13(d) under
the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person
has become such.

                        (am) "Subsidiary" shall mean, with reference to any
Person, any corporation of which an amount of voting securities sufficient to
elect at least a majority of the directors of such corporation is beneficially
owned, directly or indirectly, by such Person, or otherwise controlled by such
Person.

                        (an) "Substitution Period" shall have the meaning set
forth in Section 11(a)(iii) hereof.

                        (ao) "Summary of Rights" shall have the meaning set
forth in Section 3(b) hereof.


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                        (ap) "Trading Day" shall have the meaning set forth in
Section 11(d)(i) hereof.

                        (aq) "Triggering Event" shall mean any Section 11(a)(ii)
Event or any Section 13 Event.

                  Section 2. Appointment of Rights Agent. The Company hereby
appoints the Rights Agent to act as agent for the Company and the holders of the
Rights (who, in accordance with Section 3 hereof, shall prior to the
Distribution Date also be the holders of the Common Stock) in accordance with
the terms and conditions hereof, and the Rights Agent hereby accepts such
appointment. The Company may from time to time appoint such co-rights agents as
it may deem necessary or desirable upon ten (10) days' prior written notice to
the Rights Agent. The Rights Agent shall have no duty to supervise, and shall in
no event be liable for, the acts or omissions of any such co-Rights Agent.

                  Section 3.  Issuance of Rights Certificates.

                        (a) Until the earlier of (i) the close of business on
the tenth Business Day after the Stock Acquisition Date (or, if the tenth
Business Day after the Stock Acquisition Date occurs before the Record Date, the
close of business on the Record Date), or (ii) the close of business on the
tenth Business Day (or such later date as the Board shall determine) after the
date of the commencement or the date of first public announcement with respect
thereto, by any Person (other than the Company, any Subsidiary of the Company,
any employee benefit plan of the Company or of any Subsidiary of the Company, or
any Person or entity organized, appointed or established by the Company for or
pursuant to the terms of any such plan) of a tender or exchange offer within the
meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange
Act, if upon consummation thereof, such Person would become an Acquiring Person
(the earlier of (i) and (ii) being herein referred to as the "Distribution
Date"), (x) the Class A Rights and the Class B Rights, respectively, will be
evidenced (subject to the provisions of paragraph (b) of this Section 3) by the
certificates for the Class A Common Stock and the Class B Common Stock,
respectively, registered in the names of the holders of such class of Common
Stock (which certificates for such class of Common Stock shall be deemed also to
be certificates for such Rights) and not by separate certificates, and (y) the
Rights will be transferable only in connection with the transfer of the
underlying shares of Common Stock (including transfers to the Company). The
Company shall give the Rights Agent prompt written notice of the Distribution
Date. As soon as practicable after the Distribution Date, and receipt of
written notice of the Distribution Date from the Company, the Rights Agent will,
at the Company's expense, send by first-class, postage-prepaid mail, to each
record holder of Class A Common Stock and Class B Common Stock, respectively, as
of the close of business on the


                                       8
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Distribution Date, at the address of such holder shown on the records of the
Company, one or more right certificates, in substantially the form of Exhibit B
and C hereto, evidencing one Class A Right for each share of Class A Common
Stock (a "Class A Rights Certificate") and one Class B Right for each share of
Class B Common Stock (a "Class B Rights Certificate"), respectively, so held,
subject to adjustment as provided herein. In the event that any adjustment in
the number of Rights per share of Common Stock has been made pursuant to Section
11(p) hereof, at the time of distribution of the Rights Certificates, the
Company shall make the necessary and appropriate rounding adjustments (in
accordance with Section 14(a) hereof) so that Rights Certificates representing
only whole numbers of Rights are distributed and cash is paid in lieu of any
fractional Rights. As of and after the Distribution Date, the Rights will be
evidenced solely by such Rights Certificates.

                        (b) The Company will make available, as promptly as
practicable following the Record Date, a copy of a Summary of Rights, in
substantially the form attached hereto as Exhibit D (the "Summary of Rights") to
any holder of Rights who may so request from time to time prior to the
Expiration Date. With respect to certificates for the Class A Common Stock and
the Class B Common Stock , respectively, outstanding as of the Record Date, or
issued subsequent to the Record Date, unless and until the Distribution Date
shall occur, the Class A Rights and the Class B Rights will be evidenced by such
certificates for such class of Common Stock and the registered holders of the
Common Stock shall also be the registered holders of the associated Rights.
Until the earlier of the Distribution Date or the Expiration Date (as such term
is defined in Section 7(a) hereof), the transfer of any certificates
representing shares of Common Stock in respect of which Rights have been issued
shall also constitute the transfer of the Rights associated with such shares of
Common Stock.

                        (c) Rights shall be issued in respect of all shares of
Common Stock which are issued after the Record Date but prior to the earlier of
the Distribution Date or the Expiration Date. Certificates representing such
shares of Class A Common Stock shall also be deemed to be certificates for the
associated Class A Rights, and shall bear the following legend:

                  This certificate also evidences and entitles the holder hereof
         to certain Class A Rights as set forth in the Rights Agreement (the
         "Rights Agreement"), between Travelers Property Casualty Corp. (the


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         "Company") and EquiServe Trust Company, N.A. (the "Rights Agent"), the
         terms of which are hereby incorporated herein by reference and a copy
         of which is on file at the principal offices of the Company. Under
         certain circumstances, as set forth in the Rights Agreement, such Class
         A Rights will be evidenced by separate certificates and will no longer
         be evidenced by this certificate. The Company will mail to the holder
         of this certificate a copy of the Rights Agreement, as in effect on the
         date of mailing, without charge, promptly after receipt of a written
         request therefor. Under certain circumstances set forth in the Rights
         Agreement, Class A Rights issued to, or held by, any Person who is, was
         or becomes an Acquiring Person or any Affiliate or Associate thereof
         (as such terms are defined in the Rights Agreement), whether currently
         held by or on behalf of such Person or by any subsequent holder, may
         become null and void.

Certificates deemed to be certificates for the associated Class B Rights, and
shall bear the following legend:

                  This certificate also evidences and entitles the holder hereof
         to certain Class B Rights as set forth in the Rights Agreement (the
         "Rights Agreement"), between Travelers Property Casualty Corp. (the
         "Company") and EquiServe Trust Company, N.A. (the "Rights Agent"), the
         terms of which are hereby incorporated herein by reference and a copy
         of which is on file at the principal offices of the Company. Under
         certain circumstances, as set forth in the Rights Agreement, such Class
         B Rights will be evidenced by separate certificates and will no longer
         be evidenced by this certificate. The Company will mail to the holder
         of this certificate a copy of the Rights Agreement, as in effect on the
         date of mailing, without charge, promptly after receipt of a written
         request therefor. Under certain circumstances set forth in the Rights
         Agreement, Class B Rights issued to, or held by, any Person who is, was
         or becomes an Acquiring Person or any Affiliate or Associate thereof
         (as such terms are defined in the Rights Agreement), whether currently
         held by or on behalf of such Person or by any subsequent holder, may
         become null and void.

With respect to such certificates containing the foregoing legends, until the
earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights
associated with the Common Stock represented by such certificates shall be
evidenced by such certificates alone and registered


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holders of Common Stock shall also be the registered holders of the associated
Rights, and the transfer of any of such certificates shall also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificates.

                  Section 4. Form of Rights Certificates.

                        (a) The Rights Certificates (and the forms of election
to purchase and of assignment to be printed on the reverse thereof) shall each
be substantially in the forms set forth in Exhibit B and Exhibit C hereto for
the Class A Rights and the Class B Rights, respectively, and may have such marks
of identification or designation and such legends, summaries or endorsements
printed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Agreement, or as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which the Rights may from time to
time be listed, or to conform to usage. The Right Certificates shall be in a
machine printable format and in a form reasonably satisfactory to the Rights
Agent. Subject to the provisions of Section 11 and Section 22 hereof, the Rights
Certificates, whenever distributed, shall be dated as of the Record Date and on
their face shall entitle the holders thereof to purchase such number of one
one-thousandths of a share of Preferred Stock as shall be set forth therein at
the price set forth therein (such exercise price per one one-thousandth of a
share, the "Purchase Price"), but the amount and type of securities purchasable
upon the exercise of each Right and the Purchase Price thereof shall be subject
to adjustment as provided herein.

                        (b) Any Rights Certificate issued pursuant to Section
3(a), Section 11(i) or Section 22 hereof that represents Rights beneficially
owned by: (i) an Acquiring Person or any Associate or Affiliate of an
Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the Acquiring Person
becomes such, or (iii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee prior to or concurrently with
the Acquiring Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the Acquiring Person to
holders of equity interests in such Acquiring Person or to any Person with whom
such Acquiring Person has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer which the Board of Directors
of the Company has determined is part of a plan, arrangement or understanding
which has as a primary purpose or effect avoidance of Section 7(e) hereof, and
any Rights Certificate issued pursuant to Section 6 or Section 11 hereof


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upon transfer, exchange, replacement or adjustment of any other Rights
Certificate referred to in this sentence, shall contain (to the extent feasible)
the following legend:

         The Rights represented by this Rights Certificate are or were
         beneficially owned by a Person who was or became an Acquiring Person or
         an Affiliate or Associate of an Acquiring Person (as such terms are
         defined in the Rights Agreement). Accordingly, this Rights Certificate
         and the Rights represented hereby may become null and void in the
         circumstances specified in Section 7(e) of the Rights Agreement.

                  Section 5.  Countersignature and Registration.

                        (a) The Rights Certificates shall be executed on behalf
of the Company by its Chairman of the Board, its Chief Operating Officer, its
President, any Vice Chairmen or any Vice President, either manually or by
facsimile signature, and shall have affixed thereto the Company's seal or a
facsimile thereof which shall be attested by the Secretary or an Assistant
Secretary of the Company, either manually or by facsimile signature. The Rights
Certificates shall be countersigned by the Rights Agent, either manually or by
facsimile signature and shall not be valid for any purpose unless so
countersigned. In case any officer of the Company who shall have signed any of
the Rights Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company,
such Rights Certificates, nevertheless, may be countersigned by the Rights Agent
and issued and delivered by the Company with the same force and effect as though
the person who signed such Rights Certificates had not ceased to be such officer
of the Company; and any Rights Certificates may be signed on behalf of the
Company by any person who, at the actual date of the execution of such Rights
Certificate, shall be a proper officer of the Company to sign such Rights
Certificate, although at the date of the execution of this Rights Agreement any
such person was not such an officer.

                        (b) Following the Distribution Date, the Rights Agent
will keep, appropriate place for surrender of Rights Certificates upon exercise
or transfer, books for registration and transfer of the Rights Certificates
issued hereunder. Such books shall show the names and addresses of the
respective holders of the Rights Certificates, the number of Rights evidenced on
its face by each of the Rights Certificates and the date of each of the Rights
Certificates.


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<PAGE>
                  Section 6. Transfer, Split-Up, Combination and Exchange of
Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.

                        (a) Subject to the provisions of Section 4(b), Section
7(e) and Section 14 hereof, at any time after the close of business on the
Distribution Date, and at or prior to the close of business on the Expiration
Date, any Rights Certificate or Certificates may be transferred, split up,
combined or exchanged for another Rights Certificate or Certificates,
entitling the registered holder to purchase a like number of one one-thousandths
of a share of Preferred Stock (or, following a Triggering Event, Class A Common
Stock, Class B Common Stock, other securities, cash or other assets, as the case
may be) as the Rights Certificate or Certificates surrendered then entitles
such holder (or former holder in the case of a transfer) to purchase. Any
registered holder desiring to transfer, split up, combine or exchange any
Rights Certificate or Certificates shall make such request in writing, signed by
the registered holder with such signature guaranteed in such manner as is
reasonably satisfactory to the Rights Agent, delivered to the Rights Agent, and
shall surrender the Rights Certificate or Certificates to be transferred, split
up, combined or exchanged at the principal office or offices of the Rights Agent
designated for such purpose. Neither the Rights Agent nor the Company shall be
obligated to take any action whatsoever with respect to the transfer of any such
surrendered Rights Certificate until the registered holder shall have completed
and signed the certificate contained in the form of assignment on the reverse
side of such Rights Certificate and shall have provided such additional evidence
of the identity of the Beneficial Owner (or former Beneficial Owner) or
Affiliates or Associates thereof as the Company shall reasonably request.
Thereupon the Rights Agent shall, subject to Section 4(b), Section 7(e), and
Section 14 hereof, countersign and deliver to the Person entitled thereto a
Rights Certificate or Rights Certificates, as the case may be, as so requested.
The Company may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer, split
up, combination or exchange of Rights Certificates.

                        (b) Upon receipt by the Company and the Rights Agent of
evidence reasonably satisfactory to them of the loss, theft, destruction or
mutilation of a Rights Certificate, and, in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to them, and
reimbursement to the Company and the Rights Agent of all reasonable expenses
incidental thereto, and upon surrender to the Rights Agent and cancellation of
the Rights Certificate if mutilated, the Company will execute and deliver a new
Rights Certificate of like tenor to the Rights Agent for countersignature and
delivery to the registered owner in lieu of the Rights Certificate so lost,
stolen, destroyed or mutilated.


                                       13
<PAGE>
                  Section 7. Exercise of Rights; Purchase Price; Expiration Date
of Rights.

                        (a) Subject to Section 7(e) hereof, at any time after
the Distribution Date the registered holder of any Rights Certificate may
exercise the Rights evidenced thereby (except as otherwise provided herein
including, without limitation, the restrictions on exercisability set forth in
Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part
upon surrender of the Rights Certificate, with the form of election to purchase
and the certificate on the reverse side thereof duly executed, to the Rights
Agent at the principal office or offices of the Rights Agent designated for such
purpose, together with payment of the aggregate Purchase Price with respect to
the total number of one one- thousandths of a share (or other securities, cash
or other assets, as the case may be) as to which such surrendered Rights are
then exercisable, at or prior to the earlier of (i) 5:00 P.M., New York City
time, on March 20, 2012, or such later date as may be established by the Board
of Directors prior to the expiration of the Rights (such date, as it may be
extended by the Board of Directors of the Company) (the "Final Expiration
Date"), or (ii) the time at which the Rights are redeemed as provided in Section
23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to
as the "Expiration Date"). If at any time after the Rights become exercisable
hereunder but prior to the Expiration Date the Company is prohibited by its
certificate of incorporation from issuing Preferred Stock upon the exercise of
all of the outstanding Rights, the Company may issue upon the exercise of the
Rights shares of stock or other securities of the Company of equivalent value to
the Preferred Stock ("Equivalent Stock"), as determined by the Board of
Directors.

                        (b) The Purchase Price for each one one-thousandth of a
share of Preferred Stock pursuant to the exercise of a Right shall initially be
$77.50 and shall be subject to adjustment from time to time as provided in
Section 11 and Section 13(a) hereof and shall be payable in accordance with
paragraph (c) below.

                        (c) Upon receipt of a Rights Certificate representing
exercisable Rights, with the form of election to purchase and the certificate
duly executed, accompanied by payment, with respect to each Right so exercised,
of the Purchase Price per one one-thousandth of a share of Preferred Stock (or
other shares, securities, cash or other assets, as the case may be) to be
purchased as set forth below and an amount equal to any applicable transfer tax,
the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i)
(A) requisition from any transfer agent of the shares of Preferred Stock (or
make available, if the Rights Agent is the transfer agent for such shares)
certificates for the total number of one one-thousandths of a


                                       14
<PAGE>
share of Preferred Stock to be purchased and the Company hereby irrevocably
authorizes its transfer agent to comply with all such requests, or (B) if the
Company shall have elected deposit the total number of shares of Preferred Stock
issuable upon exercise of the Rights hereunder with a depositary agent,
requisition from the depositary agent depositary receipts representing such
number of one one-thousandths of a share of Preferred Stock as are to be
purchased (in which case certificates for the shares of Preferred Stock
represented by such receipts shall be deposited by the transfer agent with the
depositary agent) and the Company will direct the depositary agent to comply
with such request, (ii) requisition from the Company the amount of cash, if any,
to be paid in lieu of fractional shares in accordance with Section 14 hereof,
(iii) after receipt of such certificates or depositary receipts, cause the same
to be delivered to or, upon the order, of the registered holder of such Rights
Certificate, registered in such name or names as may be designated by such
holder, and (iv) after receipt thereof, deliver such cash, if any, to or upon
the order of the registered holder of such Rights Certificate. The payment of
the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii)
hereof) shall be made in cash or by certified bank check or bank draft payable
to the order of the Company. In the event that the Company is obligated to issue
other securities (including Common Stock) of the Company, pay cash and/or
distribute other property pursuant to Section 11(a) hereof, the Company will
make all arrangements necessary so that such other securities, cash and/or other
property are available for distribution by the Rights Agent, if and when
appropriate. The Company reserves the right to require prior to the occurrence
of a Triggering Event that, upon any exercise of Rights, a number of Rights be
exercised so that only whole shares of Preferred Stock would be issued.

                        (d) In case the registered holder of any Rights
Certificate shall exercise less than all the Rights evidenced thereby, a new
Rights Certificate evidencing Rights equivalent to the Rights remaining
unexercised shall be issued by the Rights Agent and delivered to, or upon the
order of, the registered holder of such Rights Certificate, registered in such
name or names as may be designated by such holder, subject to the provisions of
Section 14 hereof.

                        (e) Notwithstanding anything in this Agreement to the
contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any
Rights beneficially owned by (i) an Acquiring Person or an Associate or
Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or
of any such Associate or Affiliate) who becomes a transferee after the Acquiring
Person becomes such, or (iii) a transferee of an Acquiring Person (or of any
such Associate or Affiliate) who becomes a transferee prior to or concurrently
with the Acquiring Person becoming such and receives such Rights pursuant to
either (A) a transfer (whether or not for


                                       15
<PAGE>
consideration) from the Acquiring Person to holders of equity interests in such
Acquiring Person or to any Person with whom the Acquiring Person has any
continuing agreement, arrangement or understanding regarding the transferred
Rights or (B) a transfer which the Board of Directors of the Company has
determined is part of a plan, arrangement or understanding which has as a
primary purpose or effect the avoidance of this Section 7(e), shall become null
and void without any further action and no holder of such Rights shall have any
rights whatsoever with respect to such Rights, whether under any provision of
this Agreement or otherwise. The Company shall use all reasonable efforts to
ensure that the provisions of this Section 7(e) and Section 4(b) hereof are
complied with, but shall have no liability to any holder of Rights Certificates
or any other Person as a result of its failure to make any determinations with
respect to an Acquiring Person or its Affiliates, Associates or transferees
hereunder.

                        (f) Notwithstanding anything in this Agreement to the
contrary, neither the Rights Agent nor the Company shall be obligated to
undertake any action with respect to a registered holder upon the occurrence of
any purported exercise as set forth in this Section 7 unless such registered
holder shall have (i) completed and signed the certificate and the form of
election to purchase set forth on the reverse side of the Rights Certificate
surrendered for such exercise, and (ii) provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or
Associates thereof as the Company shall reasonably request.

                  Section 8. Cancellation and Destruction of Rights
Certificates. All Rights Certificates surrendered for the purpose of exercise,
transfer, split-up, combination or exchange shall, if surrendered to the Company
or any of its agents, be delivered to the Rights Agent for cancellation or in
canceled form, or, if surrendered to the Rights Agent, shall be canceled by it,
and no Rights Certificates shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Agreement. The Company shall deliver
to the Rights Agent for cancellation and retirement, and the Rights Agent shall
so cancel and retire, any other Rights Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
all canceled Rights Certificates to the Company, or shall, at the written
request of the Company, destroy such canceled Rights Certificates, and in such
case shall deliver a certificate of destruction thereof to the Company.

                  Section 9.  Reservation and Availability of Capital Stock.


                                       16
<PAGE>
                        (a) The Company covenants and agrees that it will cause
to be reserved and kept available out of its authorized and unissued shares of
Preferred Stock (and, following the occurrence of a Triggering Event, out of its
authorized and unissued shares of Class A Common Stock and Class B Common Stock
and/or other securities or out of its authorized and issued shares held in its
treasury), the number of shares of Preferred Stock (and, following the
occurrence of a Triggering Event, Class A Common Stock and Class B Common Stock
and/or other securities) that, as provided in this Agreement including Section
11(a)(iii) hereof, will be sufficient to permit the exercise in full of all
outstanding Rights.

                        (b) So long as the shares of Preferred Stock (and,
following the occurrence of a Triggering Event, Class A Common Stock and Class B
Common Stock and/or other securities) issuable and deliverable upon the exercise
of the Rights may be listed on any national securities exchange, the Company
shall use its best efforts to cause, from and after such time as the Rights
become exercisable, all shares reserved for such issuance to be listed on such
exchange upon official notice of issuance upon such exercise.

                        (c) The Company shall use its best efforts to (i) file,
as soon as practicable following the earliest date after the first occurrence of
a Section 11(a)(ii) Event on which the consideration to be delivered by the
Company upon exercise of the Rights has been determined in accordance with
Section 11(a)(iii) hereof, a registration statement under the Act, with respect
to the securities purchasable upon exercise of the Rights on an appropriate
form, (ii) cause such registration statement to become effective as soon as
practicable after such filing, and (iii) cause such registration statement to
remain effective (with a prospectus at all times meeting the requirements of the
Act) until the earlier of (A) the date as of which the Rights are no longer
exercisable for such securities, and (B) the Expiration Date. The Company will
also take such action as may be appropriate under, or to ensure compliance with,
the securities or "blue sky" laws of the various states in connection with the
exercisability of the Rights. The Company may temporarily suspend, for a period
of time not to exceed ninety (90) days after the date set forth in clause (i) of
the first sentence of this Section 9(c), the exercisability of the Rights in
order to prepare and file such registration statement and permit it to become
effective. Upon any such suspension, the Company shall issue a public
announcement (and shall provide written notice to the Rights Agent) stating that
the exercisability of the Rights has been temporarily suspended, as well as a
public announcement, in each case with written notice to the Rights Agent, at
such time as the suspension has been rescinded. In addition, if the Company
shall determine that a registration statement is required following the
Distribution Date, the Company may temporarily suspend


                                       17
<PAGE>
the exercisability of the Rights until such time as a registration statement has
been declared effective. The Rights Agent may assume that any Right exercised is
permitted to be exercised under applicable law and shall have no liability for
acting in reliance upon such assumption, except to the extent the Rights Agent
has received written notice to the contrary in accordance with this Agreement.
Notwithstanding any provision of this Agreement to the contrary, the Rights
shall not be exercisable in any jurisdiction if the requisite qualification in
such jurisdiction shall not have been obtained, the exercise thereof shall not
be permitted under applicable law, or a registration statement shall not have
been declared effective.

                        (d) The Company covenants and agrees that it will take
all such action as may be necessary to ensure that all one one-thousandths of a
share of Preferred Stock (and, following the occurrence of a Triggering Event,
Class A Common Stock, Class B Common Stock and/or other securities) delivered
upon exercise of Rights shall, at the time of delivery of the certificates for
such shares (subject to payment of the Purchase Price), be duly and validly
authorized and issued and fully paid and nonassessable.

                        (e) The Company further covenants and agrees that it
will pay when due and payable any and all federal and state transfer taxes and
charges which may be payable in respect of the issuance or delivery of the
Rights Certificates and of any certificates for a number of one one-thousandths
of a share of Preferred Stock (or Class A Common Stock, Class B Common Stock
and/or other securities, as the case may be) upon the exercise of Rights. The
Company shall not, however, be required to pay any transfer tax which may be
payable in respect of any transfer or delivery of Rights Certificates to a
Person other than, or the issuance or delivery of a number of one
one-thousandths of a share of Preferred Stock (or Class A Common Stock, Class B
Common Stock and/or other securities, as the case may be) in respect of a name
other than that of the registered holder of the Rights Certificates evidencing
Rights surrendered for exercise or to issue or deliver any certificates for a
number of one one-thousandths of a share of Preferred Stock (or Class A Common
Stock, Class B Common Stock and/or other securities, as the case may be) in a
name other than that of the registered holder upon the exercise of any Rights
until such tax shall have been paid (any such tax being payable by the holder of
such Rights Certificate at the time of surrender) or until it has been
established to the Company's satisfaction that no such tax is due.

                  Section 10. Preferred Stock Record Date. Each person in whose
name any certificate for a number of one one-thousandths of a share of Preferred
Stock (or Class A Common Stock and Class B Common Stock and/or other


                                       18
<PAGE>
securities, as the case may be) is issued upon the exercise of Rights shall for
all purposes be deemed to have become the holder of record of such fractional
shares of Preferred Stock (or Class A Common Stock and Class B Common Stock
and/or other securities, as the case may be) represented thereby on, and such
certificate shall be dated, the date upon which the Rights Certificate
evidencing such Rights was duly surrendered and payment of the Purchase Price
(and all applicable transfer taxes) was made; provided, however, that if the
date of such surrender and payment is a date upon which the Preferred Stock (or
Class A Common Stock and Class B Common Stock and/or other securities, as the
case may be) transfer books of the Company are closed, such Person shall be
deemed to have become the record holder of such shares (fractional or otherwise)
on, and such certificate shall be dated, the next succeeding Business Day on
which the Preferred Stock (or Class A Common Stock and Class B Common Stock
and/or other securities, as the case may be) transfer books of the Company are
open. Prior to the exercise of the Rights evidenced thereby, the holder of a
Rights Certificate shall not be entitled to any rights of a shareholder of the
Company with respect to shares for which the Rights shall be exercisable,
including, without limitation, the right to vote, to receive dividends or other
distributions or to exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company, except as provided herein.

                  Section 11. Adjustment of Purchase Price, Number and Kind of
Shares or Number of Rights. The Purchase Price, the number and kind of shares
covered by each Right and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 11.

                              (a)(i) In the event the Company shall at any time
         after the date of this Agreement (A) declare a dividend on the
         Preferred Stock payable in shares of Preferred Stock, (B) subdivide the
         outstanding Preferred Stock, (C) combine the outstanding Preferred
         Stock into a smaller number of shares, or (D) issue any shares of its
         capital stock in a reclassification of the Preferred Stock (including
         any such reclassification in connection with a consolidation or merger
         in which the Company is the continuing or surviving corporation),
         except as otherwise provided in this Section 11(a) and Section 7(e)
         hereof, the Purchase Price in effect at the time of the record date for
         such dividend or of the effective date of such subdivision, combination
         or reclassification, and the number and kind of shares of Preferred
         Stock or capital stock, as the case may be, issuable on such date,
         shall be proportionately adjusted so that the holder of any Right
         exercised after such time shall be entitled to receive, upon payment of


                                       19
<PAGE>
         the Purchase Price then in effect, the aggregate number and kind of
         shares of Preferred Stock or capital stock, as the case may be, which,
         if such Right had been exercised immediately prior to such date and at
         a time when the Preferred Stock transfer books of the Company were
         open, such holder would have owned upon such exercise and been entitled
         to receive by virtue of such dividend, subdivision, combination or
         reclassification. If an event occurs which would require an adjustment
         under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the
         adjustment provided for in this Section 11(a)(i) shall be in addition
         to, and shall be made prior to, any adjustment required pursuant to
         Section 11(a)(ii) hereof.

                              (ii) In the event any Person (other than the
         Company, any Subsidiary of the Company, any employee benefit plan of
         the Company or of any Subsidiary of the Company, or any Person or
         entity organized, appointed or established by the Company for or
         pursuant to the terms of any such plan), alone or together with its
         Affiliates and Associates, shall, at any time after the Rights Dividend
         Declaration Date, become an Acquiring Person, unless the event causing
         the requirements set forth in the definition of "Acquiring Person" (set
         forth in Section 1 hereof) to be met is a transaction set forth in
         Section 13(a) hereof, then, promptly following the occurrence of such
         event, proper provision shall be made so that each holder of a Class A
         Right and each holder of a Class B Right, respectively, (except, in
         both cases, as provided below and in Section 7(e) hereof) shall
         thereafter have the right to receive, upon exercise thereof at the then
         current Purchase Price in accordance with the terms of this Agreement,
         in lieu (in both cases) of a number of one one- thousandths of a share
         of Preferred Stock, such number of shares of Class A Common Stock and
         Class B Common Stock, respectively, as shall equal the result obtained
         by (x) multiplying the then current Purchase Price by the then number
         of one one-thousandths of a share of Preferred Stock for which a Right
         was exercisable immediately prior to the first occurrence of a Section
         11(a)(ii) Event, and (y) dividing that product (which, following such
         first occurrence, shall thereafter be referred to as the "Purchase
         Price" for each Right and for all purposes of this Agreement) by 50% of
         the Current Market Price (determined pursuant to Section 11(d) hereof)
         per share of such class of Common Stock for which a Right is
         exercisable on the date of such first occurrence (such number of
         shares, the "Adjustment Shares").


                                       20
<PAGE>
                              (iii) In the event that the number of shares of
         Common Stock (either or both of Class A Common Stock or Class B Common
         Stock) which are authorized by the Company's certificate of
         incorporation but which are not outstanding or reserved for issuance
         for purposes other than upon exercise of the Rights, is not
         sufficient to permit the exercise in full of all Rights in accordance
         with the foregoing subparagraph (ii) of this Section 11(a), the Company
         shall (A) determine the value of the Adjustment Shares issuable upon
         the exercise of a Right (the "Current Value"), and (B) with respect
         to each Right (subject to Section 7(e) hereof), make adequate provision
         to substitute for the Adjustment Shares, upon the exercise of a Right
         and payment of the applicable Purchase Price, (1) cash, (2) a
         reduction in the Purchase Price, (3) such class of Common Stock for
         which a Right is exercisable or other equity securities of the Company
         (including, without limitation, shares, or units of shares, of
         preferred stock, such as the Preferred Stock, which the Board of
         Directors of the Company has deemed to have essentially the same value
         or economic rights as shares of such class of Common Stock for which a
         Right is exercisable (such shares of preferred stock being referred to
         as "Common Stock Equivalents")), (4) debt securities of the Company,
         (5) other assets, or (6) any combination of the foregoing, having an
         aggregate value equal to the Current Value (less the amount of any
         reduction in the Purchase Price), where such aggregate value has been
         determined by the Board of Directors of the Company based upon the
         advice of a nationally recognized investment banking firm selected by
         the Board of Directors of the Company; provided, however, that if the
         Company shall not have made adequate provision to deliver value
         pursuant to clause (B) above within thirty (30) days following the
         later of (x) the first occurrence of a Section 11(a)(ii) Event and (y)
         the date on which the Company's right of redemption pursuant to Section
         23(a) expires (the later of (x) and (y) being referred to herein as the
         "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated
         to deliver, upon the surrender for exercise of a Right and without
         requiring payment of the Purchase Price, shares of such class of Common
         Stock for which a Right is exercisable (to the extent available) and
         then, if necessary, cash or shares of the other class of Common Stock,
         which shares (of the class of Common Stock for which a Right is
         exercisable and/or the other class of Common Stock) and/or cash having
         an aggregate value equal to the Spread. For purposes of the preceding
         sentence, the term "Spread" shall mean the excess of (i) the


                                       21
<PAGE>
         Current Value over (ii) the Purchase Price. If the Board of Directors
         of the Company determines in good faith that it is likely that
         sufficient additional shares of Class A Common Stock and/or Class B
         Common Stock, as the case may be, could be authorized for issuance upon
         exercise in full of all Rights, the thirty (30) day period set forth
         above may be extended to the extent necessary, but not more than ninety
         (90) days after the Section 11(a)(ii) Trigger Date, in order that the
         Company may seek shareholder approval for the authorization of such
         additional shares (such thirty (30) day period, as it may be extended,
         is herein called the "Substitution Period"). To the extent that action
         is to be taken pursuant to the first and/or third sentences of this
         Section 11(a)(iii), the Company (1) shall provide, subject to Section
         7(e) hereof, that such action shall apply uniformly to all outstanding
         Rights, and (2) may suspend the exercisability of the Rights until the
         expiration of the Substitution Period in order to seek such shareholder
         approval for such authorization of additional shares and/or to decide
         the appropriate form of distribution to be made pursuant to such first
         sentence and to determine the value thereof. In the event of any such
         suspension, the Company shall issue a public announcement stating that
         the exercisability of the Rights has been temporarily suspended, as
         well as a public announcement at such time as the suspension is no
         longer in effect. For purposes of this Section 11(a)(iii), the value of
         each Adjustment Share shall be the Current Market Price (determined
         pursuant to Section 11(d) hereof) per share of the class of Common
         Stock for which a Right is exercisable on the Section 11(a)(ii) Trigger
         Date and the per share or per unit value of any Common Stock Equivalent
         shall be deemed to equal the Current Market Price per share of such
         class of Common Stock on such date.

                        (b) In case the Company shall fix a record date for the
issuance of rights, options or warrants to all holders of Preferred Stock
entitling them to subscribe for or purchase (for a period expiring within
forty-five (45) calendar days after such record date) Preferred Stock (or shares
having the same rights, privileges and preferences as the shares of Preferred
Stock ("Equivalent Preferred Stock")) or securities convertible into Preferred
Stock or Equivalent Preferred Stock at a price per share of Preferred Stock or
per share of Equivalent Preferred Stock (or having a conversion price per share,
if a security convertible into Preferred Stock or Equivalent Preferred Stock)
less than the Current Market Price (as determined pursuant to Section 11(d)
hereof) per share of Preferred Stock on such record date, the Purchase Price to
be in effect after such record date shall be determined by


                                       22
<PAGE>
multiplying the Purchase Price in effect immediately prior to such record date
by a fraction, the numerator of which shall be the number of shares of Preferred
Stock outstanding on such record date, plus the number of shares of Preferred
Stock which the aggregate offering price of the total number of shares of
Preferred Stock and/or Equivalent Preferred Stock so to be offered (and/or the
aggregate initial conversion price of the convertible securities so to be
offered) would purchase at such Current Market Price, and the denominator of
which shall be the number of shares of Preferred Stock outstanding on such
record date, plus the number of additional shares of Preferred Stock and/or
Equivalent Preferred Stock to be offered for subscription or purchase (or into
which the convertible securities so to be offered are initially convertible). In
case such subscription price may be paid by delivery of consideration, part or
all of which may be in a form other than cash, the value of such consideration
shall be as determined in good faith by the Board of Directors of the Company,
whose determination shall be described in a statement filed with the Rights
Agent and shall be binding on the Rights Agent and the holders of the Rights.
Such adjustment shall be made successively whenever such a record date is fixed,
and in the event that such rights or warrants are not so issued, the Purchase
Price shall be adjusted to be the Purchase Price which would then be in effect
if such record date had not been fixed.

                        (c) In case the Company shall fix a record date for a
distribution to all holders of Preferred Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the
continuing corporation), of cash (other than a regular quarterly cash dividend
out of the earnings or retained earnings of the Company), assets (other than a
dividend payable in Preferred Stock, but including any dividend payable in stock
other than Preferred Stock) or evidences of indebtedness, or of subscription
rights or warrants (excluding those referred to in Section 11(b) hereof), the
Purchase Price to be in effect after such record date shall be determined by
multiplying the Purchase Price in effect immediately prior to such record date
by a fraction, the numerator of which shall be the Current Market Price (as
determined pursuant to Section 11(d) hereof) per share of Preferred Stock on
such record date, less the fair market value (as determined in good faith by the
Board of Directors of the Company, whose determination shall be described in a
statement filed with the Rights Agent and shall be binding on the Rights Agent
and the holders of the Rights) of the portion of the cash, assets or evidences
of indebtedness so to be distributed or of such subscription rights or warrants
applicable to a share of Preferred Stock, and the denominator of which shall be
such Current Market Price (as determined pursuant to Section 11(d) hereof) per
share of Preferred Stock. Such adjustments shall be made successively whenever
such a record date is fixed, and in the event that such distribution is not so
made, the


                                       23
<PAGE>
Purchase Price shall be adjusted to be the Purchase Price which would have been
in effect if such record date had not been fixed.

                        (d)(i) For the purpose of any computation hereunder,
other than computations made pursuant to Section 11(a)(iii) hereof, the Current
Market Price per share on any date of such class of Common Stock for which a
Right is exercisable shall be deemed to be the average of the daily closing
prices per share of such class of Common Stock for which a Right is exercisable
for the thirty (30) consecutive Trading Days immediately prior to such date, and
for purposes of computations made pursuant to Section 11(a)(iii) hereof, the
Current Market Price per share of such class of Common Stock on any date shall
be deemed to be the average of the daily closing prices per share of such class
of Common Stock for the ten (10) consecutive Trading Days immediately following
such date; provided, however, that in the event that the Current Market Price
per share of such class of Common Stock for which a Right is exercisable is
determined during a period following the announcement by its issuer of (A) a
dividend or distribution on such class of Common Stock payable in shares of
Common Stock or securities convertible into shares of Common Stock (other than
the Rights), or (B) any sub-division, combination or reclassification of such
class of Common Stock, and the ex-dividend date for such dividend or
distribution, or the record date for such subdivision, combination or
reclassification shall not have occurred prior to the commencement of the
requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth
above, then, and in each such case, the Current Market Price shall be properly
adjusted to take into account ex-dividend trading. The closing price for each
day shall be the last sale price, regular way, or, in case no such sale takes
place on such day, the average of the closing bid and asked prices, regular way,
in either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the New York
Stock Exchange or, if the shares of such class of Common Stock are not listed or
admitted to trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the shares of such class of
Common Stock are listed or admitted to trading or, if the shares of such class
of Common Stock are not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the high
bid and low asked prices in the over- the-counter market, as reported by the
National Association of Securities Dealers Automated Quotation System ("NASDAQ")
or such other system then in use, or, if on any such date the shares of such
class of Common Stock are not quoted by any such organization, the average of
the closing bid and asked prices as furnished by a professional market maker
making a market in such class of Common Stock selected by the


                                       24
<PAGE>
Board. If on any such date no market maker is making a market in the class of
Common Stock for which a Right is exercisable, the fair value of such shares on
such date as determined in good faith by the Board shall be used. The term
"Trading Day" shall mean a day on which the principal national securities
exchange on which the shares of the class of Common Stock for which a Right is
exercisable are listed or admitted to trading is open for the transaction of
business or, if the shares of such class of Common Stock are not listed or
admitted to trading on any national securities exchange, a Business Day. If the
class of Common Stock for which a Right is exercisable is not publicly held or
not so listed or traded, Current Market Price per share shall mean the fair
value per share as determined in good faith by the Board, whose determination
shall be described in a statement filed with the Rights Agent and shall be
conclusive for all purposes. Anything in this Agreement to the contrary
notwithstanding, if the Current Market Price per share of the Class B Common
Stock is otherwise determined to be lower than the Current Market Price per
share of the Class A Common Stock, then the Current Market Price per share of
the Class B Common Stock shall be deemed to equal the Current Market Price per
share of the Class A Common Stock.

                              (ii) For the purpose of any computation hereunder,
         the Current Market Price per share of Preferred Stock shall be
         determined in the same manner as set forth above for the Common Stock
         in clause (i) of this Section 11(d) (other than the last two sentences
         thereof). If the Current Market Price per share of Preferred Stock
         cannot be determined in the manner provided above or if the Preferred
         Stock is not publicly held or listed or traded in a manner described in
         clause (i) of this Section 11(d), the Current Market Price per share of
         Preferred Stock shall be conclusively deemed to be an amount equal to
         1,000 (as such number may be appropriately adjusted for such events as
         stock splits, stock dividends and recapitalizations with respect to the
         Common Stock occurring after the date of this Agreement) multiplied by
         the Current Market Price per share of the Class A Common Stock. If
         neither the Class A Common Stock nor the Preferred Stock is publicly
         held or so listed or traded, Current Market Price per share of the
         Preferred Stock shall mean the fair value per share as determined in
         good faith by the Board, whose determination shall be described in a
         statement filed with the Rights Agent and shall be conclusive for all
         purposes. For all purposes of this Agreement, the Current Market Price
         of a unit shall be equal to the Current Market Price of one share of
         Preferred Stock divided by 1,000.


                                       25
<PAGE>
               (e) Anything herein to the contrary notwithstanding, no
adjustment in the Purchase Price shall be required unless such adjustment would
require an increase or decrease of at least one percent (1%) in the Purchase
Price; provided, however, that any adjustments which by reason of this Section
11(e) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Section 11
shall be made to the nearest cent or to the nearest ten-thousandth of a share of
Common Stock or other share or one-millionth of a share of Preferred Stock, as
the case may be. Notwithstanding the first sentence of this Section 11(e), any
adjustment required by this Section 11 shall be made no later than the earlier
of (i) three (3) years from the date of the transaction which mandates such
adjustment, or (ii) the Expiration Date.

               (f) If as a result of an adjustment made pursuant to Section
11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter exercised
shall become entitled to receive any shares of capital stock other than
Preferred Stock, thereafter the number of such other shares so receivable upon
exercise of any Right and the Purchase Price thereof shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Preferred Stock contained in
Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m), and the
provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred
Stock shall apply on like terms to any such other shares.

               (g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of one one-thousandths of
a share of Preferred Stock purchasable from time to time hereunder upon exercise
of the Rights, all subject to further adjustment as provided herein.

               (h) Unless the Company shall have exercised its election as
provided in Section 11(i), upon each adjustment of the Purchase Price as a
result of the calculations made in Sections 11(b) and (c), each Right
outstanding immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Purchase Price, that number of
one one-thousandths of a share of Preferred Stock (calculated to the nearest
one-millionth) obtained by (i) multiplying (x) the number of one one-thousandths
of a share covered by a Right immediately prior to this adjustment, by (y) the
Purchase Price in effect immediately prior to such adjustment of the Purchase
Price, and (ii) dividing the product so obtained by the Purchase Price in effect
immediately after such adjustment of the Purchase Price.

                                       26
<PAGE>
               (i) The Company may elect on or after the date of any adjustment
of the Purchase Price to adjust the number of Rights, in lieu of any adjustment
in the number of one one-thousandths of a share of Preferred Stock purchasable
upon the exercise of a Right. Each of the Rights outstanding after the
adjustment in the number of Rights shall be exercisable for the number of one
one-thousandths of a share of Preferred Stock for which a Right was exercisable
immediately prior to such adjustment. Each Right held of record prior to such
adjustment of the number of Rights shall become that number of Rights
(calculated to the nearest one ten-thousandth) obtained by dividing the Purchase
Price in effect immediately prior to adjustment of the Purchase Price by the
Purchase Price in effect immediately after adjustment of the Purchase Price. The
Company shall make a public announcement of its election to adjust the number of
Rights, indicating the record date for the adjustment, and, if known at the
time, the amount of the adjustment to be made. This record date may be the date
on which the Purchase Price is adjusted or any day thereafter, but, if the
Rights Certificates have been issued, shall be at least ten (10) days later than
the date of the public announcement. If Rights Certificates have been issued,
upon each adjustment of the number of Rights pursuant to this Section 11(i), the
Company shall, as promptly as practicable, cause to be distributed to holders of
record of Rights Certificates on such record date Rights Certificates
evidencing, subject to Section 14 hereof, the additional Rights to which such
holders shall be entitled as a result of such adjustment, or, at the option of
the Company, shall cause to be distributed to such holders of record in
substitution and replacement for the Rights Certificates held by such holders
prior to the date of adjustment, and upon surrender thereof, if required by the
Company, new Rights Certificates evidencing all the Rights to which such holders
shall be entitled after such adjustment. Rights Certificates so to be
distributed shall be issued, executed and countersigned in the manner provided
for herein (and may bear, at the option of the Company, the adjusted Purchase
Price) and shall be registered in the names of the holders of record of Rights
Certificates on the record date specified in the public announcement.

               (j) Irrespective of any adjustment or change in the Purchase
Price or the number of one one-thousandths of a share of Preferred Stock
issuable upon the exercise of the Rights, the Rights Certificates theretofore
and thereafter issued may continue to express the Purchase Price per one
one-thousandth of a share and the number of one one-thousandth, of a share which
were expressed in the initial Rights Certificates issued hereunder.

               (k) Before taking any action that would cause an adjustment
reducing the Purchase Price below the then par value, if any, of the number of


                                       27
<PAGE>
one one-thousandths of a share of Preferred Stock issuable upon exercise of the
Rights, the Company shall take any corporate action which may, in the opinion of
its counsel, be necessary in order that the Company may validly and legally
issue fully paid and nonassessable such number of one one-thousandths of a share
of Preferred Stock at such adjusted Purchase Price.

               (l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event the issuance to the holder of any Right exercised after such record date
the number of one one-thousandths of a share of Preferred Stock and other
capital stock or securities of the Company, if any, issuable upon such exercise
over and above the number of one one-thousandths of a share of Preferred Stock
and other capital stock or securities of the Company, if any, issuable upon such
exercise on the basis of the Purchase Price in effect prior to such adjustment;
provided, however, that the Company shall deliver to such holder a due bill or
other appropriate instrument evidencing such holder's right to receive such
additional shares (fractional or otherwise) or securities upon the occurrence of
the event requiring such adjustment.

               (m) Anything in this Section 11 to the contrary notwithstanding,
the Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that in their good faith judgment the Board of Directors of the
Company shall determine to be advisable in order that any (i) consolidation or
subdivision of the Preferred Stock, (ii) issuance wholly for cash of any shares
of Preferred Stock at less than the Current Market Price per share of Preferred
Stock, (iii) issuance wholly for cash of shares of Preferred Stock or securities
which by their terms are convertible into or exchangeable for shares of
Preferred Stock, (iv) stock dividends or (v) issuance of rights, options or
warrants referred to in this Section 11, hereafter made by the Company to
holders of its Preferred Stock shall not be taxable to such shareholders.

               (n) The Company covenants and agrees that it shall not, at any
time after the Distribution Date, (i) consolidate with any other Person (other
than a Subsidiary of the Company in a transaction which complies with this
Section 11(n), (ii) merge with or into any other Person (other than a Subsidiary
of the Company in a transaction which complies with Section 11(o) hereof), or
(iii) sell or transfer (or permit any Subsidiary to sell or transfer), in one
transaction, or a series of related transactions, assets, cash flow or earning
power aggregating more than 50% of the assets, cash flow or earning power of the
Company and its Subsidiaries (taken as a

                                       28
<PAGE>
whole) to any other Person or Persons (other than the Company and/or any of its
Subsidiaries in one or more transactions each of which complies with Section
11(o) hereof), if (x) at the time of or immediately after such consolidation,
merger or sale there are any rights, warrants or other instruments or securities
outstanding or agreements in effect which would substantially diminish or
otherwise eliminate the benefits intended to be afforded by the Rights or (y)
prior to, simultaneously with or immediately after such consolidation, merger or
sale, the shareholders of the Person who constitutes, or would constitute, the
"Principal Party" for purposes of Section 13(a) hereof shall have received a
distribution of Rights previously owned by such Person or any of its Affiliates
and Associates.

               (o) The Company covenants and agrees that, after the Distribution
Date, it will not, except as permitted by Section 23, Section 24 or Section 27
hereof, take (or permit any Subsidiary to take) any action if at the time such
action is taken it is reasonably foreseeable that such action will diminish
substantially or otherwise eliminate the benefits intended to be afforded by the
Rights.

               (p) Anything in this Agreement to the contrary notwithstanding,
in the event that the Company shall at any time after the Rights Dividend
Declaration Date and prior to the Distribution Date and in accordance with its
certificate of incorporation (i) declare a dividend on the outstanding shares of
Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding
shares of Common Stock, or (iii) combine the outstanding shares of Common Stock
into a smaller number of shares, the number of Rights associated with each share
of Common Stock then outstanding, or issued or delivered thereafter but prior to
the Distribution Date, shall be proportionately adjusted so that the number of
Rights thereafter associated with each share of Common Stock following any such
event shall equal the result obtained by multiplying the number of Rights
associated with each share of Common Stock immediately prior to such event by a
fraction the numerator which shall be the aggregate number of shares of Common
Stock outstanding immediately prior to the occurrence of the event and the
denominator of which shall be the aggregate number of shares of Common Stock
outstanding immediately following the occurrence of such event.

         Section 12. Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an adjustment is made as provided in Section 11 and Section 13 hereof,
the Company shall (a) promptly prepare a certificate setting forth such
adjustment and a brief statement of the facts accounting for such adjustment,
(b) promptly file with the Rights Agent, and with each transfer agent for the
Preferred Stock and the Common Stock, a copy of such certificate and (c) if a
Distribution Date has occurred, mail a brief summary thereof to each holder of a
Rights Certificate (or, if prior to the Distribution

                                       29
<PAGE>
Date, to each holder of a Certificate representing shares of Common Stock). The
Rights Agent shall be fully protected in relying on any such certificate and on
any adjustment therein contained and shall not be deemed to have knowledge of
such adjustment unless and until it shall have received such certificate.

         Section 13. Consolidation, Merger or Sale or Transfer of Assets, Cash
Flow or Earning Power.

               (a) In the event that, following the time an Acquiring Person
becomes such, directly or indirectly, (x) the Company shall consolidate with, or
merge with and into, any other Person (other than a Subsidiary of the Company in
a transaction which complies with Section 11(o) hereof), and the Company shall
not be the continuing or surviving corporation of such consolidation or merger,
(y) any Person (other than a Subsidiary of the Company in a transaction which
complies with Section 11(o) hereof) shall consolidate with, or merge with or
into, the Company, and the Company shall be the continuing or surviving
corporation of such consolidation or merger and, in connection with such
consolidation or merger, all or part of the outstanding shares of Common Stock
shall be changed into or exchanged for stock or other securities of any other
Person or cash or any other property, or (z) the Company shall sell or otherwise
transfer (or one or more of its Subsidiaries shall sell or otherwise transfer),
in one transaction or a series of related transactions, assets, cash flow or
earning power aggregating more than 50% of the assets, cash flow or earning
power of the Company and its Subsidiaries (taken as a whole) to any Person or
Persons (other than the Company or any Subsidiary of the Company in one or more
transactions each of which complies with Section 11(o) hereof), then, and in
each such case, proper provision shall be made so that: (i) each holder of a
Right, except as provided in Section 7(e) hereof, shall thereafter have the
right to receive, upon the exercise thereof at the then current Purchase Price
in accordance with the terms of this Agreement, such number of validly
authorized and issued, fully paid, nonassessable and freely tradeable shares of
Common Stock of the Principal Party (as such term is hereinafter defined), not
subject to any liens, encumbrances, rights of first refusal or other adverse
claims, as shall be equal to the result obtained by (1) multiplying the then
current Purchase Price by the number of one one- thousandths of a share of
Preferred Stock for which a Right is exercisable immediately prior to the first
occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred
prior to the first occurrence of a Section 13 Event, multiplying the number of
such one one-thousandths of a share for which a Right was exercisable
immediately prior to the first occurrence of a Section 11(a)(ii) Event by the
Purchase Price in effect immediately prior to such first occurrence), and
dividing that product (which, following the first occurrence of a Section 13
Event, shall be referred to as the "Purchase Price" for each Right and for all
purposes of this Agreement) by (2) 50% of

                                       30
<PAGE>
the Current Market Price (determined pursuant to Section 11(d)(i) hereof) per
share of the Common Stock of such Principal Party on the date of consummation of
such Section 13 Event; (ii) such Principal Party shall thereafter be liable for,
and shall assume, by virtue of such Section 13 Event, all the obligations and
duties of the Company pursuant to this Agreement; (iii) the term "Company" shall
thereafter be deemed to refer to such Principal Party, it being specifically
intended that the provisions of Section 11 hereof shall apply only to such
Principal Party following the first occurrence of a Section 13 Event; (iv) such
Principal Party shall take such steps (including, but not limited to, the
reservation of a sufficient number of shares of its Common Stock) in connection
with the consummation of any such transaction as may be necessary to assure that
the provisions hereof shall thereafter be applicable, as nearly as reasonably
may be, in relation to its shares of Common Stock thereafter deliverable upon
the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof
shall be of no effect following the first occurrence of any Section 13 Event.

               (b) "Principal Party" shall mean:

                    (i) in the case of any transaction described in clause (x)
          or (y) of the first sentence of Section 13(a), the Person that is the
          issuer of any securities into which shares of Common Stock of the
          Company are converted in such merger or consolidation, or, if there is
          more than one such issuer, the issuer the Common Stock of which has
          the greatest market value, and if no securities are so issued, (x) the
          Person that is the other party to the merger or consolidation and that
          survives said merger or consolidation or, if there is more than one
          such Person, the Person the Common Stock of which has the greatest
          market value or (y) if the Person that is the other party to the
          merger or consolidation does not survive the merger or consolidation,
          the Person that does survive the merger or consolidation (including
          the Company if it survives); and

                    (ii) in the case of any transaction described in clause (z)
          of the first sentence of Section 13(a), the Person that is the party
          receiving the greatest portion of the assets, cash flow or earning
          power transferred pursuant to such transaction or transactions, or, if
          each Person that is a party to such transaction or transactions
          receives the same portion of the assets, cash flow or earning power so
          transferred or the Person receiving the greatest portion of the
          assets, cash flow or earning power cannot be determined, whichever of
          such Persons as is the

                                       31
<PAGE>
          issuer of Common Stock having the greatest market value of shares
          outstanding;

provided, however, that in any such case, (1) if the Common Stock of such Person
is not at such time and has not been continuously over the preceding twelve (12)
month period registered under Section 12 of the Exchange Act, and such Person is
a direct or indirect Subsidiary of another Person the Common Stock of which is
and has been so registered, "Principal Party" shall refer to such other Person;
and (2) in case such Person is a Subsidiary, directly or indirectly, of more
than one Person, the Common Stocks of two or more of which are and have been so
registered, "Principal Party" shall refer to whichever of such Persons is the
issuer of the Common Stock having the greatest aggregate market value.

               (c) The Company shall not consummate any such consolidation,
merger, sale or transfer unless the Principal Party shall have a sufficient
number of authorized shares of its Common Stock which have not been issued or
reserved for issuance to permit the exercise in full of the Rights in accordance
with this Section 13 and unless prior thereto the Company and such Principal
Party shall have executed and delivered to the Rights Agent a supplemental
agreement providing for the terms set forth in paragraphs (a) and (b) of this
Section 13 and further providing that, as soon as practicable after the date of
any consolidation, merger or sale of assets cash flow or earning power mentioned
in paragraph (a) of this Section 13, the Principal Party will:

                    (i) prepare and file a registration statement under the Act,
          with respect to the securities purchasable upon exercise of the Rights
          on an appropriate form, and will use its best efforts to cause such
          registration statement to (A) become effective as soon as
          practicable after such filing and (B) remain effective (with a
          prospectus at all times meeting the requirements of the Act) until the
          Expiration Date; and

                    (ii) take all such other action as may be necessary to
          enable the Principal Party to issue the securities purchasable upon
          exercise of the Rights, including but not limited to the registration
          or qualification of such securities under all requisite securities
          laws of jurisdictions of the various states and the listing of such
          securities on such exchanges and trading markets as may be necessary
          or appropriate; and

                                       32
<PAGE>
                    (iii) deliver to holders of the Rights historical financial
          statements for the Principal Party and each of its Affiliates which
          comply in all respects with the requirements for registration on Form
          10 under the Exchange Act;

provided, however, that in no case may the Company consummate any such
consolidation, merger, sale or transfer if (i) at the time of or immediately
after such transaction there are any rights, warrants or other instruments or
securities outstanding or agreements in effect which would substantially
diminish or otherwise eliminate the benefits intended to be afforded by the
Rights or (ii) prior to, simultaneously with or immediately after such
transaction, the shareholders of the Person who constitutes, or would
constitute, the Principal Party for purposes of Section 13 shall have received a
distribution of Rights previously owned by such Person or any of its Affiliates
and Associates.

The provisions of this Section 13 shall similarly apply to successive mergers or
consolidations or sales or other transfers. In the event that a Section 13 Event
shall occur at any time after the occurrence of a Section 11(a)(ii) Event, the
Rights which have not theretofore been exercised shall thereafter become
exercisable in the manner described in Section 13(a).

         Section 14. Fractional Rights and Fractional Shares.

               (a) The Company shall not be required to issue fractions of
Rights, except prior to the Distribution Date as provided in Section 11(p)
hereof, or to distribute Rights Certificates which evidence fractional Rights.
In lieu of such fractional Rights, the Company shall pay to the registered
holders of the Class A Rights Certificates or the Class B Rights Certificates,
as the case may be, with regard to which such fractional Rights would otherwise
be issuable, an amount in cash equal to the same fraction of the current market
value of a whole Class A Right or Class B Right, as the case may be. For
purposes of this Section 14(a), the current market value of a whole Right shall
be the closing price of the Rights for the Trading Day immediately prior to the
date on which such fractional Rights would have been otherwise issuable. The
closing price of the Class A Rights and the Class B Rights, as the case may be,
for any day shall be the last sale price, regular way, or, in case no such sale
takes place on such day, the average of the closing bid and asked prices,
regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if such Rights are not listed or
admitted to trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on

                                       33
<PAGE>
the principal national securities exchange on which such Rights are listed or
admitted to trading, or if such Rights are not listed or admitted to trading on
any national securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter market,
as reported by NASDAQ or such other system then in use or, if on any such date
such Rights are not quoted by any such organization, the average of the closing
bid and asked prices as furnished by a professional market maker making a market
in such Rights, selected by the Board of Directors of the Company. If on any
such date no such market maker is making a market in such Rights, the current
market value of such Rights on such date as determined in good faith by the
Board of Directors of the Company shall be used. Notwithstanding the foregoing,
if the current market value of a Class B Right is otherwise determined to be
lower than the current market value of a Class A Right, then the current market
value of a Class B Right shall be deemed to equal the current market value of a
Class A Right.

               (b) The Company shall not be required to issue fractions of
shares of Preferred Stock (other than fractions which are integral multiples of
one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or
to distribute certificates which evidence fractional shares of Preferred Stock
(other than fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock). In lieu of fractional shares of Preferred Stock that
are not integral multiples of one one-thousandth of a share of Preferred Stock,
the Company may pay to the registered holders of Rights Certificates at the time
such Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of one one-thousandth of a share of
Preferred Stock. For purposes of this Section 14(b), the current market value of
one one-thousandth of a share of Preferred Stock shall be one one-thousandth of
the closing price of a share of Preferred Stock (as determined pursuant to
Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of
such exercise.

               (c) Following the occurrence of a Triggering Event, the Company
shall not be required to issue fractions of shares of Common Stock upon exercise
of the Rights or to distribute certificates which evidence fractional shares of
Common Stock. In lieu of fractional shares of Common Stock, the Company may pay
to the registered holders of Rights Certificates at the time such Rights are
exercised as herein provided an amount in cash equal to the same fraction of the
current market value of one (1) share of such class of Common Stock for which a
Right is exercisable. For purposes of this Section 14(c), the current market
value of one share of Common Stock for which a Right is exercisable shall be the
closing price of one share of such class of Common Stock (as determined pursuant
to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of
such exercise.

                                       34
<PAGE>
               (d) The holder of a Right by the acceptance of the Rights
expressly waives any right to receive any fractional Rights or any fractional
shares upon exercise of a Right, except as permitted by this Section 14.

         Section 15. Rights of Action. All rights of action in respect of this
Agreement are vested in the respective registered holders of the Rights
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Stock); and any registered holder of any Rights Certificate (or, prior to
the Distribution Date, any registered holder of the Common Stock), without the
consent of the Rights Agent or of the holder of any other Rights Certificate
(or, prior to the Distribution Date, any registered holder of the Common Stock),
may, in his own behalf and for his own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company to enforce, or
otherwise act in respect of, his right to exercise the Rights evidenced by such
Rights Certificate in the manner provided in such Rights Certificate and in this
Agreement. Without limiting the foregoing or any remedies available to the
holders of Rights, it is specifically acknowledged that the holders of Rights
would not have an adequate remedy at law for any breach of this Agreement and
shall be entitled to specific performance of the obligations hereunder and
injunctive relief against actual or threatened violations of the obligations
hereunder of any Person subject to this Agreement.

         Section 16. Agreement of Rights Holders. Every holder of a Right by
accepting the same consents and agrees with the Company and the Rights Agent and
with every other holder of a Right that:

               (a) prior to the Distribution Date, the Rights will be
transferable only in connection with the transfer of Common Stock;

               (b) after the Distribution Date, the Rights Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the principal office or offices of the Rights Agent designated for such
purposes, duly endorsed or accompanied by a proper instrument of transfer and
with the appropriate forms and certificates fully executed;

               (c) subject to Section 6(a) and Section 7(f) hereof, the Company
and the Rights Agent may deem and treat the person in whose name a Rights
Certificate (or, prior to the Distribution Date, the associated Common Stock
certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby (notwithstanding any notations of ownership or writing on the
Rights Certificates or the associated Common Stock certificate made by anyone
other than the Company or the

                                       35
<PAGE>
Rights Agent) for all purposes whatsoever, and neither the Company nor the
Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be
required to be affected by any notice to the contrary; and

               (d) notwithstanding anything in this Agreement to the contrary,
neither the Company nor the Rights Agent shall have any liability to any holder
of a Right or other Person as a result of its inability to perform any of its
obligations under this Agreement by reason of any preliminary or permanent
injunction or other order, decree or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory or administrative agency or
commission, or any statute, rule, regulation or executive order promulgated or
enacted by any governmental authority, prohibiting or otherwise restraining
performance of such obligation; provided, however, the Company must use its best
efforts to have any such order, decree or ruling lifted or otherwise overturned
as soon as possible.

         Section 17. Rights Certificate Holder Not Deemed a Shareholder. No
holder, as such, of any Rights Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the number of one
one-thousandths of a share of Preferred Stock or any other securities of the
Company which may at any time be issuable on the exercise of the Rights
represented thereby, nor shall anything contained herein or in any Rights
Certificate be construed to confer upon the holder of any Rights Certificate, as
such, any of the rights of a shareholder of the Company or any right to vote for
the election of directors or upon any matter submitted to shareholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting shareholders (except as
provided in Section 25 hereof), or to receive dividends or subscription rights,
or otherwise, until the Right or Rights evidenced by such Rights Certificate
shall have been exercised in accordance with the provisions hereof.

         Section 18. Concerning the Rights Agent.

               (a) The Company agrees to pay to the Rights Agent such reasonable
compensation as shall be agreed to in writing by the Company and the Rights
Agent for all services rendered by it hereunder and, from time to time, on
demand of the Rights Agent, its reasonable expenses and counsel fees and
disbursements and other disbursements incurred in the administration and
execution of this Agreement and the exercise and performance of its duties
hereunder. The Company also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability, or expense, incurred without
gross negligence, bad faith or willful misconduct on the part of the Rights
Agent, for anything done or omitted by the Rights Agent in connection

                                       36
<PAGE>
with the acceptance and administration of this Agreement, including the costs
and expenses of defending against any claim (whether asserted by the Company, a
holder of Rights, or any other Person) of liability in the premises, including
reasonable attorney's fees and expenses.

               (b) The Rights Agent shall be protected and shall incur no
liability for or in respect of any action taken, suffered or omitted by it in
connection with its administration of this Agreement in reliance upon any Rights
Certificate or certificate for Common Stock or for other securities of the
Company, instrument of assignment or transfer, power of attorney, endorsement,
affidavit, letter, notice, instruction, direction, consent, certificate,
statement, or other paper or document believed by it to be genuine and to be
signed, executed and, where necessary, verified or acknowledged, by the proper
Person or Persons.

               (c) The provisions of this Section 18 shall survive the
expiration of the Rights and the termination of this Agreement.

               (d) Notwithstanding anything in this Agreement to the contrary,
in no event shall the Rights Agent be liable for special, indirect or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profits), even if the Rights Agent has been advised of the likelihood of
the loss or damage and regardless of the form of the action.

         Section 19. Merger or Consolidation or Change of Name of Rights Agent.

               (a) Any corporation into which the Rights Agent or any successor
Rights Agent may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Rights Agent
or any successor Rights Agent shall be a party, or any corporation succeeding to
the corporate trust or stock transfer or other shareholder services business of
the Rights Agent or any successor Rights Agent, shall be the successor to the
Rights Agent under this Agreement without the execution or filing of any paper
or any further act on the part of any of the parties hereto; but only if such
corporation would be eligible for appointment as a successor Rights Agent under
the provisions of Section 21 hereof. In case at the time such successor Rights
Agent shall succeed to the agency created by this Agreement, any of the Rights
Certificates shall have been countersigned but not delivered, any such successor
Rights Agent may adopt the countersignature of a predecessor Rights Agent and
deliver such Rights Certificates so countersigned; and in case at that time any
of the Rights Certificates shall not have been countersigned, any successor
Rights Agent may


                                       37
<PAGE>
countersign such Rights Certificates either in the name of the predecessor or in
the name of the successor Rights Agent; and in all such cases such Rights
Certificates shall have the full force provided in the Rights Certificates and
in this Agreement.

               (b) In case at any time the name of the Rights Agent shall be
changed and at such time any of the Rights Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the countersignature
under its prior name and deliver Rights Certificates so countersigned; and in
case at that time any of the Rights Certificates shall not have been
countersigned, the Rights Agent may countersign such Rights Certificates either
in its prior name or in its changed name; and in all such cases such Rights
Certificates shall have the full force provided in the Rights Certificates and
in this Agreement.

         Section 20. Duties of Rights Agent. The Rights Agent undertakes the
duties and obligations expressly imposed by this Agreement, and no implied
duties or obligations shall be read into this Agreement against the Rights
Agent, upon the following terms and conditions, by all of which the Company and
the holders of Rights Certificates, by their acceptance thereof, shall be bound:

               (a) The Rights Agent may consult with legal counsel of its
selection (who may be legal counsel for the Company), and the opinion of such
counsel shall be full and complete authorization and protection to the Rights
Agent as to any action taken or omitted by it in good faith and in accordance
with such opinion.

               (b) Whenever in the performance of its duties under this
Agreement the Rights Agent shall deem it necessary or desirable that any fact or
matter (including, without limitation, the identity of any Acquiring Person and
the determination of current market price or Current Market Price) be proved or
established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may (except with regard to matters requiring the
approval or concurrence of Citigroup Inc.) be deemed to be conclusively proved
and established by a certificate signed by the Chairman of the Board of
Directors, the Chief Executive Officer, the President, the Chief Operating
Officer, any Vice Chairmen, any Vice President, the Controller, the Secretary or
Assistant Secretary or the Treasurer of the Company and delivered to the Rights
Agent; and subject to the aforesaid, such certificate shall be full
authorization to the Rights Agent for any action taken or suffered in good faith
by it under the provisions of this Agreement in reliance upon such certificate.
With respect to matters requiring the approval or concurrence of Citigroup Inc.,
a certificate to such effect signed by the Chairman of the Board of Directors,
the Chief Executive Officer, the President, the Chief Operating Officer, any
Vice Chairmen, any Vice President, the Controller, the Secretary or Assistant
Secretary or the Treasurer of the Company and delivered to the Rights Agent; and
subject to the aforesaid, such certificate shall be full authorization to the
Rights Agent for any action taken or suffered in good faith by it under the
provisions of this Agreement in reliance upon such certificate. With respect to
matters requiring the approval or concurrence of Citigroup Inc., a certificate
to such effect signed by the Chairman of the Board of Directors, the Chief
Executive Officer, the President, the

                                       38


<PAGE>
Chief Operating Officer, any Vice Chairmen, any Vice President, the Controller,
the Secretary or Assistant Secretary or the Treasurer of Citigroup Inc. shall be
full authorization to the Rights Agent to the extent the authorization, approval
or concurrence of Citigroup Inc. is required for any action taken or suffered in
good faith by the Rights Agent under the provisions of this Agreement in
reliance upon such certificate.

               (c) The Rights Agent shall be liable hereunder only for its own
gross negligence, bad faith or willful misconduct; provided, however, that the
Rights Agent shall not be liable for any indirect, special, consequential or
punitive damages.

               (d) The Rights Agent shall not be liable for or by reason of any
of the statements of fact or recitals contained in this Agreement or in the
Rights Certificates or be required to verify the same (except as to its
countersignature on such Rights Certificates), but all such statements and
recitals are and shall be deemed to have been made by the Company only.

               (e) The Rights Agent shall not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery hereof
(except the due authorization and execution hereof by the Rights Agent) or in
respect of the validity or execution of any Rights Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any
Rights Certificate; nor shall it be responsible for any adjustment required
under the provisions of Sections 11, 13 or 24 hereof or responsible for the
manner, method or amount of any such adjustment or the ascertaining of the
existence of facts that would require any such adjustment (except with respect
to the exercise of Rights evidenced by Rights Certificates after actual notice
of any such adjustment); nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares
of Common Stock, Preferred Stock or other security to be issued pursuant to this
Agreement or any Rights Certificate or as to whether any shares of Common Stock,
Preferred Stock or other security will, when so issued, be validly authorized
and issued, fully paid and nonassessable, nor shall the Rights Agent be
responsible for the legality of the terms hereof.

               (f) The Company agrees that it will perform, execute, acknowledge
and deliver or cause to be performed, executed, acknowledged and delivered all
such further and other acts, instruments and assurances as may reasonably be
required by the Rights Agent for the carrying out or performing by the Rights
Agent of the provisions of this Agreement.

                                       39


<PAGE>



               (g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from the
Chairman of the Board of Directors, the Chief Executive Officer, the President,
the Chief Operating Officer, any Vice Chairmen, any Vice President, the
Controller, the Secretary or Assistant Secretary or the Treasurer of the
Company, and to apply to such officers for advice or instructions in connection
with its duties, and it shall not be liable for any action taken or suffered to
be taken by it in good faith in accordance with instructions of any such officer
or for any delay in acting while waiting for those instructions. Any application
by the Rights Agent for written instructions from the Company may, at the option
of the Rights Agent, set forth in writing any action proposed to be taken or
omitted by the Rights Agent under this Agreement and the date on and/or after
which such action shall be taken or such omission shall be effective.

               (h) The Rights Agent and any shareholder, director, officer or
employee of the Rights Agent may buy, sell or deal in any of the Rights or other
securities of the Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend money to the
Company or otherwise act as fully and freely as though it were not the Rights
Agent under this Agreement. Nothing herein shall preclude the Rights Agent from
acting in any other capacity for the Company or for any other legal entity.

               (i) The Rights Agent may execute and exercise any of the rights
or powers hereby vested in it or perform any duty hereunder either itself or by
or through its attorneys or agents, and the Rights Agent shall not be answerable
or accountable for any act, default, neglect or misconduct of any such attorneys
or agents or for any loss to the Company resulting from any such act, default,
neglect or misconduct; provided, however, reasonable care was exercised in the
selection and continued employment thereof.

               (j) No provision of this Agreement shall require the Rights Agent
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder or in the exercise of its rights
if there shall be reasonable grounds for believing that repayment of such funds
or adequate indemnification against such risk or liability is not reasonably
assured to it.

               (k) If, with respect to any Rights Certificate surrendered to the
Rights Agent for exercise or transfer, the certificate attached to the form of
assignment or form of election to purchase, as the case may be, has either not
been completed or indicates an affirmative response to clause 1 and/or 2
thereof, the Rights Agent shall

                                       40
<PAGE>
not take any further action with respect to such requested exercise or transfer
without first consulting with the Company.

               (l) The Company agrees to give the Rights Agent prompt written
notice of any event or ownership which would prohibit the exercise or transfer
of the Right Certificates.

         Section 21. Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement
upon thirty (30) days' notice in writing mailed to the Company, and to each
transfer agent of the Common Stock and Preferred Stock, by registered or
certified mail, and, if such resignation occurs after the Distribution Date, to
the registered holders of the Rights Certificates by first-class mail. The
Company may remove the Rights Agent or any successor Rights Agent upon thirty
(30) days' notice in writing, mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent of the Common Stock and
Preferred Stock, by registered or certified mail, and, if such removal occurs
after the Distribution Date, to the holders of the Rights Certificates by
first-class mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor to
the Rights Agent. If the Company shall fail to make such appointment within a
period of thirty (30) days after giving notice of such removal or after it has
been notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Rights Certificate (who shall,
with such notice, submit his Rights Certificate for inspection by the Company),
then any registered holder of any Rights Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any successor
Rights Agent, whether appointed by the Company or by such a court, shall be (a)
a legal business entity organized and doing business under the laws of the
United States or of any state of the United States, in good standing, which is
authorized under such laws to exercise corporate trust or stock transfer
shareholder services powers and is subject to supervision or examination by
federal or state authority and which has at the time of its appointment as
Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an
affiliate of a legal business entity described in clause (a) of this sentence,
which is authorized to perform such services and is subject to the supervision
described therein. After appointment, the successor Rights Agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment, the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent

                                       41
<PAGE>
of the Common Stock and the Preferred Stock, and, if such appointment occurs
after the Distribution Date, mail a notice thereof in writing to the registered
holders of the Rights Certificates. Failure to give any notice provided for in
this Section 21, however, or any defect therein, shall not affect the legality
or validity of the resignation or removal of the Rights Agent or the appointment
of the successor Rights Agent, as the case may be.

         Section 22. Issuance of New Rights Certificates. Notwithstanding any of
the provisions of this Agreement or of the Rights to the contrary, the Company
may, at its option, issue new Rights Certificates evidencing Rights in such form
as may be approved by the Board of Directors to reflect any adjustment or change
in the Purchase Price and the number or kind or class of shares or other
securities or property purchasable under the Rights Certificates made in
accordance with the provisions of this Agreement. In addition, in connection
with the issuance or sale of shares of Common Stock following the Distribution
Date and prior to the redemption or expiration of the Rights, the Company (a)
shall, with respect to shares of Common Stock so issued or sold pursuant to the
exercise of stock options or under any employee plan or arrangement, granted or
awarded as of the Distribution Date, or upon the exercise, conversion or
exchange of securities hereinafter issued by the Company, and (b) may, in any
other case, if deemed necessary or appropriate by the Board of Directors of the
Company, issue Rights Certificates representing the appropriate number and class
of Rights in connection with such issuance or sale; provided, however, that (i)
no such Rights Certificate shall be issued if, and to the extent that, the
Company shall be advised by counsel that such issuance would create a
significant risk of material adverse tax consequences to the Company or the
Person to whom such Rights Certificate would be issued, and (ii) no such Rights
Certificate shall be issued if, and to the extent that, appropriate adjustment
shall otherwise have been made in lieu of the issuance thereof.

         Section 23. Redemption and Termination.

               (a) The Board of Directors of the Company may, at its option, at
any time prior to the earlier of (i) such time as any Person first becomes an
Acquiring Person, or (ii) the Final Expiration Date, as provided herein, elect
to redeem all but not less than all of the then outstanding Rights at a
redemption price of $.01 per Right, as such amount may be appropriately adjusted
to reflect any stock split, stock dividend or similar transaction occurring
after the date hereof (such redemption price being hereinafter referred to as
the "Redemption Price"). Notwithstanding anything contained in this Agreement to
the contrary, the Rights shall not be exercisable after the first occurrence of
a Section 11(a)(ii) Event until such time as the Company's right of redemption
hereunder has expired. The Company may, at its option, pay the Redemption Price
in cash, shares of the relevant Common Stock for which a Right is exercisable

                                       42
<PAGE>
(based on the Current Market Price, as defined in Section 11(d)(i) hereof, of
the relevant Common Stock at the time of redemption) or any other form of
consideration deemed appropriate by the Board of Directors, including shares of
the other class of Common Stock; provided, however that the Redemption Price
shall first be paid in shares of the relevant Common Stock for which a Right is
exercisable to the extent of the authorized shares of the relevant Common Stock
for which a Right is exercisable (excluding all such shares that are outstanding
or reserved for issuance for purposes other than the exercise of the Rights).

               (b) Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights, evidence of which shall have been
filed with the Rights Agent and without any further action and without any
notice, the right to exercise the Rights will terminate and the only right
thereafter of the holders of Rights shall be to receive the Redemption Price for
each Right so held. Promptly after the action of the Board of Directors ordering
the redemption of the Rights, the Company shall give notice of such redemption
to the Rights Agent and the holders of the then outstanding Rights by mailing
such notice to all such holders at each holder's last address as it appears upon
the registry books of the Rights Agent or, prior to the Distribution Date, on
the registry books of the transfer agent for the Common Stock. Any notice which
is mailed in the manner herein provided shall be deemed given, whether or not
the holder receives the notice. Each such notice of redemption will state the
method by which the payment of the Redemption Price will be made.

         Section 24. Exchange.

               (a) The Board of Directors of the Company may, at its option, at
any time after any Person becomes an Acquiring Person, exchange all or part of
the then outstanding and exercisable Class A Rights and Class B Rights (which
shall not include Class A Rights and Class B Rights that have become void
pursuant to the provisions of Section 7(e) hereof) for Class A Common Stock and
Class B Common Stock, respectively, at an exchange ratio of one share of Class A
Common Stock and Class B Common Stock per Class A Right and Class B Right,
respectively, appropriately adjusted to reflect any stock split, stock dividend
or similar transaction occurring after the date hereof (such exchange ratio
being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the
foregoing, the Board of Directors of the Company shall not be empowered to
effect such exchange at any time after any Person who is an Acquiring Person,
together with all Affiliates and Associates of such Person, becomes the
Beneficial Owner of shares of Common Stock which have the right to cast 50% or
more of the votes that may be cast by all outstanding shares for the election of
directors of the Company.

                                       43
<PAGE>
               (b) Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to subsection (a) of this
Section 24 and without any further action and without any notice, the right to
exercise such Rights shall terminate and the only right thereafter of a holder
of such Rights shall be to receive that number of shares of Common Stock equal
to the number of such Rights held by such holder multiplied by the Exchange
Ratio. The Company shall promptly give public notice of any such exchange;
provided, however, that the failure to give, or any defect in, such notice shall
not affect the validity of such exchange. The Company promptly shall mail a
notice of any such exchange to all of the holders of such Rights at their last
addresses as they appear upon the registry books of the Rights Agent. Any notice
which is mailed in the manner herein provided shall be deemed given, whether or
not the holder receives the notice. Each such notice of exchange will state the
method by which the exchange of the Common Stock for Rights will be effected
and, in the event of any partial exchange, the number of Rights which will be
exchanged. Any partial exchange shall be effected pro rata based on the number
of Rights (other than Rights which have become void pursuant to the provisions
of Section 7(e) hereof) held by each holder of Rights.

               (c) In any exchange pursuant to this Section 24, the Company, at
its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as
such term is defined in paragraph (b) of Section 11 hereof) for Common Stock
exchangeable for Rights, at the initial rate of one one-thousandth of a share of
Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock,
as appropriately adjusted to reflect stock splits, stock dividends and other
similar transactions after the date hereof.

               (d) In the event that there shall not be sufficient shares of
Common Stock authorized but unissued to permit any exchange of Rights as
contemplated in accordance with this Section 24, the Company shall take all such
action as may be necessary to authorize additional shares of Common Stock for
issuance upon exchange of the Rights.

               (e) The Company shall not be required to issue fractions of
shares of Common Stock or to distribute certificates which evidence fractional
shares of Common Stock. In lieu of such fractional shares of Common Stock, there
shall be paid to the registered holders of the Rights Certificates with regard
to which such fractional shares of Common Stock would otherwise be issuable, an
amount in cash equal to the same fraction of the Current Market Value of a whole
share of Common Stock. For the purposes of this subsection (e), the Current
Market Value (as determined

                                       44
<PAGE>
pursuant in Section 11(d)(i) hereof) per share of Common Stock shall be the
closing price of a share of Common Stock (as determined pursuant to the second
sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to
the date of exchange pursuant to this Section 24.

         Section 25. Notice of Certain Events.

               (a) In case the Company shall propose, at any time after the
Distribution Date, (i) to pay any dividend payable in stock of any class to the
holders of Preferred Stock or to make any other distribution to the holders of
Preferred Stock (other than a regular periodic cash dividend out of earnings or
retained earnings of the Company), or (ii) to offer to the holders of Preferred
Stock rights or warrants to subscribe for or to purchase any additional shares
of Preferred Stock or shares of stock of any class or any other securities,
rights or options, or (iii) to effect any reclassification of its Preferred
Stock (other than a reclassification involving only the subdivision of
outstanding shares of Preferred Stock), or (iv) to effect any consolidation or
merger into or with any other Person (other than a Subsidiary of the Company in
a transaction which complies with Section 11(o) hereof), or to effect any sale
or other transfer (or to permit one or more of its Subsidiaries to effect any
sale or other transfer), in one transaction or a series of related transactions,
of more than 50% of the assets, cash flow or earning power of the Company and
its Subsidiaries (taken as a whole) to any other Person or Persons (other than
the Company and/or any of its Subsidiaries in one or more transactions each of
which complies with Section 11(o) hereof), or (v) to effect the liquidation,
dissolution or winding up of the Company, then, in each such case, the Company
shall give to each holder of a Rights Certificate, to the extent feasible and in
accordance with Section 26 hereof, a notice of such proposed action, which shall
specify the record date for the purposes of such stock dividend, distribution of
rights or warrants, or the date on which such reclassification, consolidation,
merger, sale, transfer, liquidation, dissolution, or winding up is to take place
and the date of participation therein by the holders of the shares of Preferred
Stock, if any such date is to be fixed, and such notice shall be so given in the
case of any action covered by clause (i) or (ii) above at least twenty (20) days
prior to the record date for determining holders of the shares of Preferred
Stock for purposes of such action, and in the case of any such other action, at
least twenty (20) days prior to the date of the taking of such proposed action
or the date of participation therein by the holders of the shares of Preferred
Stock whichever shall be the earlier.

               (b) In case any of the events set forth in Section 11(a)(ii)
hereof shall occur, then, in any such case, (i) the Company shall as soon as
practicable there- after give to each holder of a Rights Certificate, to the
extent feasible and in

                                       45
<PAGE>
accordance with Section 26 hereof, a notice of the occurrence of such event,
which shall specify the event and the consequences of the event to holders of
Rights under Section 11(a)(ii) hereof, and (ii) all references in the preceding
paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock
and/or, if appropriate, other securities.

         Section 26. Notices. Notices or demands authorized by this Agreement to
be given or made by the Rights Agent or by the holder of any Rights Certificate
to or on the Company shall be sufficiently given or made if sent by first-class
mail, postage prepaid, addressed (until another address is filed in writing by
the Company with the Rights Agent) as follows:

         Travelers Property Casualty Corp.
         One Town Square
         Hartford, Connecticut 06183
         Attention:  Corporate Secretary

Subject to the provisions of Section 21, any notice or demand authorized by this
Agreement to be given or made by the Company or by the holder of any Rights
Certificate to or on the Rights Agent shall be sufficiently given or made if
sent by first-class mail, postage prepaid, ad- dressed (until another address is
filed in writing by the Rights Agent with the Company) as follows:

         EquiServe Trust Company, N.A.
         525 Washington Boulevard
         Jersey City, New Jersey 07303
         Attention:  President

         Notices or demands authorized by this Agreement to be given or made by
the Company or the Rights Agent to the holder of any Rights Certificate (or, if
prior to the Distribution Date, to the holder of certificates representing
shares of Common Stock) shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to such holder at the address of
such holder as shown on the registry books of the Company or, prior to the
Distribution Date, on the registry books of the transfer agent for the Common
Stock..

         Section 27. Supplements and Amendments. Except as provided in the
penultimate sentence of this Section 27, for so long as the Rights are then
redeemable, the Company may in its sole and absolute discretion, and the Rights
Agent shall if the Company so directs, supplement or amend any provision of this
Agreement in any

                                       46
<PAGE>
respect without the approval of any holders of the Rights. At any time when the
Rights are no longer redeemable, except as provided in the penultimate sentence
of this Section 27, the Company may, and the Rights Agent shall, if the Company
so directs, supplement or amend this Agreement without the approval of any
holders of Rights Certificates in order to (i) cure any ambiguity, (ii) correct
or supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, (iii) shorten or lengthen any
time period hereunder or (iv) change or supplement the provisions hereof in any
manner which the Company may deem necessary or desirable; provided that no such
supplement or amendment shall adversely affect the interests of the holders of
Rights as such (other than an Acquiring Person or an Affiliate or Associate of
an Acquiring Person), and no such amendment may cause the Rights to become
redeemable or cause the Agreement again to become amendable other than in
accordance with this sentence. Notwithstanding anything contained in this
Agreement to the contrary, no supplement or amendment shall be made which
changes the Redemption Price. Upon the delivery of a certificate from an
appropriate officer of the Company which states that the proposed supplement or
amendment is in compliance with the terms of this Section 27, the Rights Agent
shall execute such supplement or amendment. Anything in this Agreement to the
contrary notwithstanding, (i) no supplement or amendment of any provision of
this Agreement shall be effected without the prior written consent of Citigroup
Inc. unless Citigroup beneficially owns (excluding for such purposes shares of
Common Stock beneficially owned by Citigroup but not for its own account,
including (in such exclusion) Beneficial Ownership which arises by virtue of
some entity that is an Affiliate of Citigroup being a sponsor or advisor of a
mutual or similar fund that beneficially owns shares of Common Stock) shares of
Common Stock representing less than twenty percent (20%) of the voting power of
the outstanding shares of Common Stock at the time of such supplement or
amendment, and (ii) no supplement or amendment of the definition of "Acquiring
Person" (set forth in Section 1 hereof) shall be effected without the prior
written consent of Citigroup Inc. unless Citigroup beneficially owns (excluding
for such purposes shares of Common Stock beneficially owned by Citigroup but not
for its own account, including (in such exclusion) Beneficial Ownership which
arises by virtue of some entity that is an Affiliate of Citigroup being a
sponsor or advisor of a mutual or similar fund that beneficially owns shares of
Common Stock) less than five percent (5%) of the voting power of the outstanding
shares of Common Stock at the time of such supplement or amendment. Upon the
delivery of a certificate from Chairman of the Board of Directors, the Chief
Executive Officer, the President, the Chief Operating Officer, any Vice
Chairmen, any Vice President, the Controller, the Secretary or Assistant
Secretary or the Treasurer of the Company which states that the proposed
supplement or amendment is in compliance with the terms of this Section 27, the
Rights Agent shall execute such supplement or amendment. Prior to the
Distribution Date, the interests of the holders

                                       47
<PAGE>
of Rights shall be deemed coincident with the interests of the holders of the
underlying Common Stock. Notwithstanding anything herein to the contrary, this
Agreement may not be amended at a time when the Rights are not redeemable.
Notwithstanding any other provision hereof, the Rights Agent's consent must be
obtained regarding any amendment or supplement pursuant to this Section 27 which
alters the Rights Agent's rights or duties.

         Section 28. Successors. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

         Section 29. Determinations and Actions by the Board of Directors, etc.
For all purposes of this Agreement, any calculation of the number of shares of
Common Stock or of any other class of capital stock outstanding at any
particular time, including for purposes of determining the particular percentage
of the voting power of the outstanding shares of Common Stock of which any
Person is the Beneficial Owner, shall be made in accordance with the last
sentence of Rule 13d-3(d)(1)(i) (as in effect on the date of this Agreement) of
the General Rules and Regulations under the Exchange Act. The Board of Directors
of the Company shall have the exclusive power and authority to administer this
Agreement and to exercise all rights and powers specifically granted to the
Board of Directors of the Company or to the Company, or as may be necessary or
advisable in the administration of this Agreement, including, without
limitation, the right and power to (i) interpret the provisions of this
Agreement, and (ii) make all determinations deemed necessary or advisable for
the administration of this Agreement (including a determination to redeem or not
redeem the Rights or to amend the Agreement); provided, however, that no action,
calculation, interpretation or determination of the Board of Directors shall
limit the rights of Citigroup hereunder pursuant to Section 27. All such
actions, calculations, interpretations and determinations (including, for
purposes of clause (y) below, all omissions with respect to the foregoing) which
are done or made by the Board of Directors of the Company in good faith, shall,
subject to the rights of Citigroup Inc. aforesaid, (x) be final, conclusive and
binding on the Company, the Rights Agent, the holders of the Rights and all
other parties, and (y) not subject the Board of Directors of the Company, or any
of the directors on the Board of Directors of the Company to any liability to
the holders of the Rights.

         Section 30. Benefits of this Agreement. Nothing in this Agreement shall
be construed to give to any Person other than the Company, the Rights Agent,
Citigroup Inc. (to the extent provided in Section 27 herein) and the registered
holders of the Rights Certificates (and, prior to the Distribution Date,
registered holders of the Common Stock) any legal or equitable right, remedy or
claim under this Agreement; but this

                                       48
<PAGE>
Agreement shall be for the sole and exclusive benefit of the Company, the Rights
Agent, Citigroup Inc. (to the extent provided in Section 27 herein) and the
registered holders of the Rights Certificates (and, prior to the Distribution
Date, registered holders of the Common Stock).

         Section 31. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated;
provided, however, that notwithstanding anything in this Agreement to the
contrary, if any such term, provision, covenant or restriction is held by such
court or authority to be invalid, void or unenforceable and the Board of
Directors of the Company determines in its good faith judgment that severing the
invalid language from this Agreement would adversely affect the purpose or
effect of this Agreement, the right of redemption set forth in Section 23 hereof
shall be reinstated and shall not expire until the close of business on the
tenth Business Day following the date of such determination by the Board of
Directors of the Company.

         Section 32. Governing Law. This Agreement, each Right and each Rights
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Connecticut and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts made
and to be performed entirely within such State.

         Section 33. Counterparts. This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.

         Section 34. Descriptive Headings. Descriptive headings of the several
sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

                                       49
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

Attest:                                          TRAVELERS PROPERTY
                                                 CASUALTY CORP.

By /s/Craig Barrack                              By /s/Paul H. Eddy
   ----------------------                           --------------------
   Name:                                            Name:
   Title:                                           Title:

Attest:                                          EQUISERVE TRUST COMPANY, N.A.

By /s/John A. Burns                              By /s/John T. Molloy
   ----------------------                           --------------------
   Name:  John A. Burns                             Name:   John T. Molloy
   Title: Director                                  Title:  Senior Managing
                                                            Director


                                       50

<PAGE>
                                                                       Exhibit A

                CERTIFICATE OF AMENDMENT DETERMINING THE TERMS OF
                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                        TRAVELERS PROPERTY CASUALTY CORP.

            The Certificate of Incorporation of Travelers Property Casualty
Corp. is amended to add a new Section K to Article FOURTH as set forth below:

            K. Series A Junior Participating Preferred Stock. The Series A
Junior Participating Preferred Stock shall have the number of shares and the
preferences, limitations and relative rights set forth in this Section K.

            (i) Designation and Amount. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" and the number of
shares constituting such series shall be 3,000,000.

            (ii) Dividends and Distributions.

                  (a) Subject to the prior and superior rights of the holders of
any shares of any series of Preferred Stock ranking prior and superior to the
shares of Series A Junior Participating Preferred Stock with respect to
dividends, the holders of shares of Series A Junior Participating Preferred
Stock shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose, quarterly dividends
payable in cash on the 31st day of March, the 30th day of June, the 30th day of
September and the 31st day of December in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Junior Participating Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00
(one dollar) or (b) subject to the provision for adjustment hereinafter set
forth, 1,000 times the aggregate per share amount of all cash dividends, and
1,000 times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions other than a dividend payable in shares of
Class A Common Stock, par value $.01, per share or Class B Common Stock, par
value $.01 per share (the "Class B Common Stock," and the Class A Common Stock
and the Class B Common Stock together, the "Common Stock") or a subdivision of
the outstanding
<PAGE>
shares of Common Stock (by reclassification or otherwise), declared on the
Common Stock since the immediately preceding Quarterly Dividend Payment Date,
or, with respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series A Junior Participating
Preferred Stock. In the event the Corporation shall at any time after March __,
2002 (the "Rights Declaration Date") (x) declare any dividend on Common Stock
payable in shares of Common Stock, (y) subdivide the outstanding Common Stock,
or (z) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the amount to which holders of shares of Series A Junior
Participating Preferred Stock were entitled immediately prior to such event
under clause (b) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

                  (b) The Corporation shall declare a dividend or distribution
on the Series A Junior Participating Preferred Stock as provided in Paragraph
(a) above immediately after it declares a dividend or distribution on the
Common Stock (other than a dividend payable in shares of either class of Common
Stock); provided that, in the event no dividend or distribution shall have been
declared on the Common Stock during the period between any Quarterly Dividend
Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend
of $1.00 (one dollar) per share on the Series A Junior Participating Preferred
Stock shall nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.

                  (c) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Junior Participating Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue of such shares
of Series A Junior Participating Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Junior Participating Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either of
which events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Junior Participating
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board


                                        2
<PAGE>
of Directors may fix a record date for the determination of holders of shares of
Series A Junior Participating Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be no more
than thirty (30) days prior to the date fixed for the payment thereof.

            (iii) Voting and Related Rights. The holders of shares of Series A
Junior Participating Preferred Stock shall have the following rights:

                  (a) Subject to the provision for adjustment hereinafter set
forth and to the rights of the holders of the Class B Common Stock under Article
TENTH, each share of Series A Junior Participating Preferred Stock shall entitle
the holder thereof to 1,000 votes on all matters submitted to a vote of the
shareholders of the Corporation. In the event the Corporation shall at any time
after the Rights Declaration Date (x) declare any dividend on Common Stock
payable in shares of Common Stock, (y) subdivide the outstanding Common Stock,
or (z) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the number of votes per share to which holders of shares
of Series A Junior Participating Preferred Stock were entitled immediately
prior to such event shall be adjusted by multiplying such number by a fraction
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were out standing immediately prior to such event.

                  (b) Except as otherwise provided herein or by law, the holders
of shares of Series A Junior Participating Preferred Stock and the holders of
shares of Common Stock shall vote together as one class on all matters submitted
to a vote of shareholders of the Corporation.

                  (c) (v) If at any time dividends on any Series A Junior
Participating Preferred Stock shall be in arrears in an amount equal to six (6)
quarterly dividends thereon, the occurrence of such contingency shall mark the
beginning of a period (herein called a "default period") which shall extend
until such time when all accrued and unpaid dividends for all previous quarterly
dividend periods and for the current quarterly dividend period on all shares of
Series A Junior Participating Preferred Stock then outstanding shall have been
declared and paid or set apart for payment. During each default period, all
holders of Preferred Stock (including holders of the Series A Junior
Participating Preferred Stock) with dividends in arrears in an amount equal to
six (6) quarterly dividends thereon, voting as a class, irrespective of series,
shall have the right to elect two (2) directors.


                                        3
<PAGE>
                        (w) During any default period, such voting right of the
            holders of Series A Junior Participating Preferred Stock may be
            exercised initially at a special meeting called pursuant to
            subparagraph (x) of this Paragraph (c) or at any annual meeting of
            shareholders, and thereafter at annual meetings of shareholders,
            provided that such voting right shall not be exercised unless the
            holders of one-third in number of shares of Preferred Stock
            outstanding shall be present in person or by proxy. The absence of a
            quorum of the holders of Common Stock shall not affect the exercise
            by the holders of Preferred Stock of such voting right. At any
            meeting at which the holders of Preferred Stock having such right to
            elect directors shall exercise such voting right initially during an
            existing default period, they shall have the right, voting as a
            class, to elect directors to fill such vacancies, if any, in the
            Board of Directors as may then exist up to two (2) directors or, if
            such right is exercised at an annual meeting, to elect two (2)
            directors. If the number which may be so elected at any special
            meeting does not amount to the required number, the holders of the
            Preferred Stock having such right to elect directors shall have the
            right to make such increase in the number of directors as shall be
            necessary to permit the election by them of the required number.
            After the holders of the Preferred Stock shall have exercised their
            right to elect directors in any default period and during the
            continuance of such period, the number of directors shall not be
            increased or decreased except by vote of the holders of Preferred
            Stock as herein provided or pursuant to the rights of any equity
            securities ranking senior to or pari passu with the Series A Junior
            Participating Preferred Stock.

                        (x) Unless the holders of Preferred Stock shall, during
            an existing default period, have previously exercised their right to
            elect directors, the Board of Directors may order, or any
            shareholder or shareholders owning in the aggregate not less than
            fifteen percent (15%) of the total number of out standing shares of
            Preferred Stock having such right to elect directors, irrespective
            of series, may request, the calling of a special meeting of the
            holders of Preferred Stock having such right to elect directors,
            which meeting shall thereupon be called by the Chairman of the
            Board, the Vice Chairman of the Board, the Chairman of the Executive
            Committee, the President or the Secretary of the Corporation.
            Notice of such meeting and of any annual meeting at which holders of
            Preferred Stock are entitled to vote pursuant to this Paragraph
            (c)(x) shall be given to each holder of record of Preferred Stock by
            mailing a copy of such notice to him or her at his or her last
            address as the same appears on the books of the Corporation. Such
            meeting shall be called for a time not earlier than 20 days and not
            later than 60 days after such order


                                        4
<PAGE>
            or request or in default of the calling of such meeting within 60
            days after such order or request, such meeting may be called on
            similar notice by any shareholder or shareholders owning in the
            aggregate not less than fifteen percent (15%) of the total number of
            shares of Preferred Stock having such right to elect directors
            outstanding. Notwithstanding the provisions of this Paragraph
            (c)(x), no such special meeting shall be called during the period
            within 60 days immediately preceding the date fixed for the next
            annual meeting of the shareholders.

                        (y) In any default period, the holders of Common Stock,
            and other classes of stock of the Corporation if applicable, shall
            continue to be entitled to elect the whole number of directors until
            the holders of Preferred Stock shall have exercised their right to
            elect two (2) directors voting as a class, after the exercise of
            which right (1) the directors so elected by the holders of Preferred
            Stock shall continue in office until their successors shall have
            been elected by such holders or until the expiration of the default
            period, and (2) any vacancy in the Board of Directors may (except as
            provided in Paragraph (c)(w) of this Section (iii)) be filled by
            vote of a majority of the remaining directors theretofore elected by
            the holders of such capital stock (Common or Preferred) which
            elected the director whose office shall have become vacant.
            References in this Paragraph (c) to directors elected by the holders
            of particular capital stock shall include directors elected by such
            directors to fill vacancies as provided in clause (z) of the
            foregoing sentence.

                        (z) Immediately upon the expiration of a default period,
            (1) the right of the holders of Preferred Stock having the right as
            a class to elect directors shall cease, (2) the term of any
            directors elected by the holders of Preferred Stock as a class shall
            terminate, and (3) the number of directors shall be such number as
            may be provided for in the Certificate of Incorporation or Bylaws
            irrespective of any increase made pursuant to the provisions of
            Paragraph (c)(w) of this Section (iii) (such number being subject,
            however, to change thereafter in any manner provided by law or in
            the Certificate of Incorporation or Bylaws). Any vacancies in the
            Board of Directors effected by the provisions of clauses (1) and (2)
            in the preceding sentence may be filled by a majority of the
            remaining directors.

                        (d) Except as set forth herein, holders of Series A
Junior Participating Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for taking any corporate
action.


                                        5
<PAGE>
            (iv) Certain Restrictions.

                        (a) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Junior Participating Preferred Stock as
provided in Section (ii) are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on shares of Series
A Junior Participating Preferred Stock outstanding shall have been paid in full,
the Corporation shall not:

                              (w) declare or pay dividends on, make any other
            distributions on, or redeem or purchase or otherwise acquire for
            consideration any shares of stock ranking junior (either as to
            dividends or upon liquidation, dissolution or winding up) to the
            Series A Junior Participating Preferred Stock;

                              (x) declare or pay dividends on or make any other
            distributions on any shares of stock ranking on a parity (either as
            to dividends or upon liquidation, dissolution or winding up) with
            the Series A Junior Participating Preferred Stock, except dividends
            paid ratably on the Series A Junior Participating Preferred Stock
            and all such parity stock on which dividends are payable or in
            arrears in proportion to the total amounts to which the holders of
            all such shares are then entitled;

                              (y) redeem or purchase or otherwise acquire for
            consideration shares of any stock ranking on a parity (either as to
            dividends or upon liquidation, dissolution or winding up) with the
            Series A Junior Participating Preferred Stock, provided that the
            Corporation may at any time redeem, purchase or otherwise acquire
            shares of any such parity stock in ex change for shares of any stock
            of the Corporation ranking junior (either as to dividends or upon
            dissolution, liquidation or winding up) to the Series A Junior
            Participating Preferred Stock; or

                              (z) purchase or otherwise acquire for
            consideration any shares of Series A Junior Participating Preferred
            Stock, or any shares of stock ranking on a parity with the Series A
            Junior Participating Preferred Stock, except in accordance with a
            purchase offer made in writing or by publication (as determined by
            the Board of Directors) to all holders of such shares upon such
            terms as the Board of Directors, after consideration of the
            respective annual dividend rates and other relative rights and
            preferences of the respective series and classes, shall determine in
            good faith will result in fair and equitable treatment among the
            respective series or classes.


                                        6
<PAGE>
                                       (b) The Corporation shall not permit any
            subsidiary of the Corporation to purchase or otherwise acquire for
            consideration any shares of stock of the Corporation unless the
            Corporation could, under Paragraph (a) of this Section (iv),
            purchase or otherwise acquire such shares at such time and in such
            manner.

                              (v) Reacquired Shares. Any shares of Series A
            Junior Participating Preferred Stock purchased or otherwise
            acquired by the Corporation in any manner whatsoever shall become
            authorized but unissued shares of Preferred Stock and may be
            reissued as part of a new series of Preferred Stock to be created by
            resolution or resolutions of the Board of Directors, subject to the
            conditions and restrictions on issuance set forth herein.

                              (vi) Liquidation, Dissolution or Winding Up. (a)
            Upon any liquidation (voluntary or otherwise), dissolution or
            winding up of the Corporation, no distribution shall be made to the
            holders of shares of stock ranking junior (either as to dividends or
            upon liquidation, dissolution or winding up) to the Series A Junior
            Participating Preferred Stock unless, prior thereto, the holders of
            shares of Series A Junior Participating Preferred Stock shall have
            received an amount equal to $1,000 per share of Series A
            Participating Preferred Stock, plus an amount equal to accrued and
            unpaid dividends and distributions thereon, whether or not declared,
            to the date of such payment (the "Series A Liquidation Preference").
            Following the payment of the full amount of the Series A Liquidation
            Preference, no additional distributions shall be made to the holders
            of shares of Series A Junior Participating Preferred Stock unless,
            prior thereto, the holders of shares of both classes of Common Stock
            shall have received an amount per share (the "Common Adjustment")
            equal to the quotient obtained by dividing (x) the Series A
            Liquidation Preference by (y) 1,000 (as appropriately adjusted as
            set forth in subparagraph (z) below to reflect such events as stock
            splits, stock dividends and recapitalizations with respect to the
            Common Stock) (such number in clause (y), the "Adjustment Number").
            Following the payment of the full amount of the Series A Liquidation
            Preference and the Common Adjustment in respect of all outstanding
            shares of Series A Junior Participating Preferred Stock and Common
            Stock, respectively, holders of Series A Junior Participating
            Preferred Stock and holders of shares of both classes of Common
            Stock shall receive their ratable and proportionate share of the
            remaining assets to be distributed in the ratio of the Adjustment
            Number to 1 with respect to such Preferred Stock and Common Stock,
            on a per share basis, respectively.

                              (b) In the event, however, that there are not
                  sufficient assets available to permit payment in full of the
                  Series A Liquidation Preference


                                       7
<PAGE>
                  and the liquidation preferences of all other series of
                  Preferred Stock, if any, which rank on a parity with the
                  Series A Junior Participating Preferred Stock, then such
                  remaining assets shall be distributed ratably to the holders
                  of the Series A Junior Participating Preferred Stock and such
                  parity shares in proportion to their respective liquidation
                  preferences. In the event, however, that there are not
                  sufficient assets available to permit payment in full of the
                  Common Adjustment, then such remaining assets shall be
                  distributed ratably to the holders of both classes of Common
                  Stock.

                              (c) In the event the Corporation shall at any time
                  after the Rights Declaration Date (x) declare any dividend on
                  Common Stock payable in shares of Common Stock, (y) subdivide
                  the outstanding Common Stock, or (z) combine the outstanding
                  Common Stock into a smaller number of shares, then in each
                  such case the Adjustment Number in effect immediately prior to
                  such event shall be adjusted by multiplying such Adjustment
                  Number by a fraction, the numerator of which is the number of
                  shares of Common Stock outstanding immediately after such
                  event and the denominator of which is the number of shares of
                  Common Stock that were outstanding immediately prior to such
                  event.

                        (vii) Consolidation, Merger, etc. In case the
            Corporation shall enter into any consolidation, merger, combination
            or other transaction in which the shares of Common Stock are
            exchanged for or changed into other stock or securities, cash and/or
            any other property, then in any such case the shares of Series A
            Junior Participating Preferred Stock shall at the same time be
            similarly exchanged or changed in an amount per share (subject to
            the provision for adjustment hereinafter set forth) equal to 1,000
            times the aggregate amount of stock, securities, cash and/or any
            other property (payable in kind), as the case may be, into which or
            for which each share of Common Stock is changed or exchanged. In the
            event the Corporation shall at any time after the Rights Declaration
            Date (x) declare any dividend on Common Stock payable in shares of
            Common Stock, (y) subdivide the outstanding Common Stock, or (z)
            combine the outstanding Common Stock into a smaller number of
            shares, then in each such case the amount set forth in the preceding
            sentence with respect to the exchange or change of shares of Series
            A Junior Participating Preferred Stock shall be adjusted by
            multiplying such amount by a fraction the numerator of which is the
            number of shares of Common Stock outstanding immediately after such
            event and the denominator of which is the number of shares of Common
            Stock that were outstanding immediately prior to such event.


                                        8
<PAGE>
                        (viii) No Redemption. The shares of Series A Junior
            Participating Preferred Stock shall not be redeemable.

                        (ix) Ranking. The Series A Junior Participating
            Preferred Stock shall rank junior to all other series of the
            Corporation's Preferred Stock as to the payment of dividends and the
            distribution of assets, unless the terms of any such series shall
            provide otherwise.

                        (x) Amendment. At any time when any shares of Series A
            Junior Participating Preferred Stock are outstanding, this Section K
            of Article FOURTH shall not be amended in any manner which would
            materially alter or change the powers, preferences or special rights
            of the Series A Junior Participating Preferred Stock so as to affect
            them adversely without the affirmative vote of the holders of a
            majority or more of the outstanding shares of Series A Junior
            Participating Preferred Stock, voting separately as a voting group.

                        (xi) Fractional Shares. Series A Junior Participating
            Preferred Stock may be issued in fractions of a share which shall
            entitle the holder, in proportion to such holder's fractional
            shares, to exercise voting rights, receive dividends, participate in
            distributions and to have the benefit of all other rights of holders
            of Series A Junior Participating Preferred Stock.


                                        9
<PAGE>
                                                                       Exhibit B

                       Form of Class A Rights Certificate

Certificate No. RA-                                              ________ Rights


NOT EXERCISABLE AFTER MARCH , 2012 UNLESS EX TENDED PRIOR THERETO BY THE BOARD
OF DIRECTORS OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE
SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT ON THE
TERMS SET FORTH IN THE RIGHTS AGREEMENT (AS DEFINED HEREIN). UNDER CERTAIN
CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERMS
ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS
MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE
OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR
AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN
THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS
REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN
SECTION 7(e) OF THE RIGHTS AGREEMENT.]*

--------
*        The portion of the legend in brackets shall be inserted only if
         applicable and shall replace the preceding sentence.
<PAGE>
                           CLASS A RIGHTS CERTIFICATE

                        TRAVELERS PROPERTY CASUALTY CORP.

                  This certifies that ____________, or registered assigns, is
the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Rights Agreement, dated as of March __, 2002 (the "Rights Agreement"),
between Travelers Property Casualty Corp., a Connecticut corporation (the
"Company"), and EquiServe Trust Company, N.A., a national banking association
(the "Rights Agent"), to purchase from the Company at any time prior to 5:00
P.M. (New York City time) on March __, 2012 (unless such date is extended prior
thereto by the Board of Directors) at the office or offices of the Rights Agent
designated for such purpose, or its successors as Rights Agent, one one-
thousandth of a fully paid, non-assessable share of Series A Junior
Participating Preferred Stock (the "Preferred Stock") of the Company, at a
purchase price of $_____ per one one-thousandth of a share (the "Purchase
Price"), upon presentation and surrender of this Rights Certificate with the
Form of Election to Purchase and related Certificate duly executed. The number
of Class A Rights evidenced by this Class A Rights Certificate (and the number
of shares which may be purchased upon exercise thereof) set forth above, and the
Purchase Price per one one-thousandth of a share set forth above, are the number
and Purchase Price as of ______ __, 2002, based on the Preferred Stock as
constituted at such date. The Company reserves the right to require prior to the
occurrence


                                       2
<PAGE>
of a Triggering Event (as such term is defined in the Rights Agreement) that a
number of Class A Rights be exercised so that only whole shares of Preferred
Stock will be issued.

                  Upon the occurrence of a Section 11(a)(ii) Event (as such term
is defined in the Rights Agreement), if the Class A Rights evidenced by this
Class A Rights Certificate are beneficially owned by (i) an Acquiring Person or
an Affiliate or Associate of any such Acquiring Person (as such terms are
defined in the Rights Agreement), (ii) a transferee of any such Acquiring
Person, Associate or Affiliate, or (iii) under certain circumstances specified
in the Rights Agreement, a transferee of a person who, after such transfer,
became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person,
such Class A Rights shall become null and void and no holder hereof shall have
any right with respect to such Class A Rights from and after the occurrence of
such Section 11(a)(ii) Event.

                  As provided in the Rights Agreement, the Purchase Price and
the number and kind of shares of Preferred Stock or other securities which may
be purchased upon the exercise of the Class A Rights evidenced by this Class A
Rights Certificate are subject to modification and adjustment upon the happening
of certain events, including Triggering Events.

                  This Class A Rights Certificate is subject to all of the
terms, provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are


                                        3
<PAGE>
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Class A Rights Certificates and
the Class B Rights Certificates, which limitations of rights include the
temporary suspension of the exercisability of such Class A Rights under the
specific circumstances set forth in the Rights Agreement. Copies of the Rights
Agreement are on file with the Secretary of the Company and are also available
upon written request.

                  This Class A Rights Certificate, with or without other Rights
Certificates, upon surrender at the principal office or offices of the Rights
Agent designated for such purpose, may be exchanged for another Class A Rights
Certificate or Class A Rights Certificates of like tenor and date evidencing
Class A Rights entitling the holder to purchase a like aggregate number of one
one-thousandths of a share of Preferred Stock as the Class A Rights evidenced by
the Class A Rights Certificate or Class A Rights Certificates surrendered shall
have entitled such holder to purchase. If this Class A Rights Certificate shall
be exercised in part, the holder shall be entitled to receive upon surrender
hereof another Class A Rights Certificate or Class A Rights Certificates for the
number of whole Class A Rights not exercised.

                  Subject to the provisions of the Rights Agreement, the Class A
Rights evidenced by this Class A Rights Certificate may be redeemed by the
Company at its


                                        4
<PAGE>
option at a redemption price of $.01 per Right at any time prior to the earlier
of the close of business on (i) the tenth Business Day following the Stock
Acquisition Date (as such time period may be extended pursuant to the Rights
Agreement), and (ii) the Final Expiration Date. In addition, under certain
circumstances following the Stock Acquisition Date the Rights may be exchanged,
in whole or in part, for shares of the Common Stock, or shares of preferred
stock of the Company having essentially the same value or economic rights as
such shares. Immediately upon the action of the Board of Directors of the
Company authorizing any such exchange, and without any further action or any
notice, the Rights (other than Rights which are not subject to such exchange)
will terminate and the Rights will only enable holders to receive the shares
issuable upon such exchange.

                  No fractional shares of Preferred Stock will be issued upon
the exercise of any Class A Right or Class A Rights evidenced hereby (other than
fractions which are integral multiples of one one-thousandth of a share of
Preferred Stock, which may, at the election of the Company, be evidenced by
depositary receipts), but in lieu thereof a cash payment will be made, as
provided in the Rights Agreement.

                  No holder of this Class A Rights Certificate shall be entitled
to vote or receive dividends or be deemed for any purpose the holder of shares
of Preferred Stock or of any other securities of the Company which may at any
time be issuable on the exercise hereof, nor shall anything contained in the
Rights Agreement or herein be


                                        5
<PAGE>
construed to confer upon the holder hereof, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of directors or
upon any matter submitted to shareholders at any meeting thereof, or to give
consent to or withhold consent from any corporate action, or, to receive notice
of meetings or other actions affecting shareholders (except as provided in the
Rights Agreement), or to receive dividends or subscription rights, or otherwise,
until the Class A Right or Class A Rights evidenced by this Class A Rights
Certificate shall have been exercised as provided in the Rights Agreement.

                  This Class A Rights Certificate shall not be valid or
obligatory for any purpose until it shall have been countersigned by the Rights
Agent.


                                        6
<PAGE>
                  WITNESS the facsimile signature of a duly authorized officer
of the Company and its corporate seal.

Dated as of _________ __, ____
Attest:                                          TRAVELERS PROPERTY
                                                   CASUALTY CORP.


___________________________                        By:__________________________
Secretary                                          Title:


[SEAL]

Countersigned:

EQUISERVE TRUST COMPANY, N.A.

By:_______________________
   Authorized Signature


                                        7
<PAGE>
               FORM OF REVERSE SIDE OF CLASS A RIGHTS CERTIFICATE

                               FORM OF ASSIGNMENT

                (To be executed by the registered holder if such
           holder desires to transfer the Class A Rights Certificate.)

                           FOR VALUE RECEIVED
hereby sells, assigns and transfers unto

________________________________________________________________________________

________________________________________________________________________________

                  (Please print name and address of transferee)

this Class A Rights Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint __________________
Attorney, to transfer the within Class A Rights Certificate on the books of the
within named Company, with full power of substitution.

Dated: __________________, _____                         _______________________
                                                         Signature


Signature Guaranteed:
<PAGE>
                          FORM OF ELECTION TO PURCHASE

                  (To be executed if holder desires to exercise
                 Rights represented by the Rights Certificate.)

To:  TRAVELERS CASUALTY PROPERTY CORP.:

            The undersigned hereby irrevocably elects to exercise __________
Class A Rights represented by this Rights Certificate to purchase the shares of
Preferred Stock issuable upon the exercise of the Class A Rights (or such other
securities of the Company or of any other person which may be issuable upon the
exercise of the Class A Rights) and requests that certificates for such shares
be issued in the name of and delivered to:

Please insert social security
or other identifying number ___________________________

________________________________________________________________________________

________________________________________________________________________________
                         (Please print name and address)

            If such number of Class A Rights shall not be all the Rights
evidenced by this Class A Rights Certificate, a new Class A Rights Certificate
for the balance of such Class A Rights shall be registered in the name of and
delivered to:

Please insert social security
or other identifying number ___________________________

________________________________________________________________________________

________________________________________________________________________________
                         (Please print name and address)


Dated:  _______________, ______                        _________________________
                                                       Signature


Signature Guaranteed:
<PAGE>
                               CLASS A CERTIFICATE

                  The undersigned hereby certifies by checking the appropriate
boxes that:

                  (1) the Class A Rights evidenced by this Class A Rights
Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who
is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring
Person (as such terms are defined pursuant to the Rights Agreement); and

                  (2) after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Class A Rights evidenced by this
Class A Rights Certificate from any Person who is, was or became an Acquiring
Person or an Affiliate or Associate of an Acquiring Person.

Dated:  _______________, ______                        _________________________
                                                       Signature


Signature Guaranteed:
<PAGE>
                                     NOTICE

                  The signature to the foregoing Election to Purchase and
Certificate must correspond to the name as written upon the face of this Class A
Rights Certificate in every particular, without alteration or enlargement or any
change whatsoever.
<PAGE>
                                                                       Exhibit C

                                 FORM OF CLASS B RIGHTS CERTIFICATE

Certificate No. RB-                                              ________ Rights

NOT EXERCISABLE AFTER MARCH __, 2012 UNLESS EX TENDED PRIOR THERETO BY THE BOARD
OF DIRECTORS OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE
SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT ON THE
TERMS SET FORTH IN THE RIGHTS AGREEMENT (AS DEFINED HEREIN). UNDER CERTAIN
CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS
DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY
BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR
WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN
AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS
REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN
SECTION 7(e) OF THE RIGHTS AGREEMENT.]*

--------
* The portion of the legend in brackets shall be inserted only if applicable and
  shall replace the preceding sentence.
<PAGE>
                           CLASS B RIGHTS CERTIFICATE
                        TRAVELERS PROPERTY CASUALTY CORP.

            This certifies that _____________, or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of March __, 2002 (the "Rights Agreement"), between
Travelers Property Casualty Corp., a Connecticut corporation (the "Company"),
and EquiServe Trust Company, N.A., a a national banking association (the "Rights
Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New York
City time) on March __, 2012 (unless such date is extended prior thereto by the
Board of Directors) at the office or offices of the Rights Agent designated for
such purpose, or its successors as Rights Agent, one one-thousandth of a fully
paid, non-assessable share of Series A Junior Participating Preferred Stock
(the "Preferred Stock") of the Company, at a purchase price of $_______ per one
one-thousandth of a share (the "Purchase Price"), upon presentation and
surrender of this Rights Certificate with the Form of Election to Purchase and
related Certificate duly executed. The number of Class B Rights evidenced by
this Class B Rights Certificate (and the number of shares which may be purchased
upon exercise thereof) set forth above, and the Purchase Price per one
one-thousandth of a share set forth above, are the number and Purchase Price as
of ___________ __, ____, based on the Preferred Stock as constituted at such
date. The Company reserves the right to require prior to the occurrence of a
Triggering Event (as such term is defined in the Rights Agreement) that a number
of Class B Rights be exercised so that only whole shares of Preferred Stock will
be issued.
<PAGE>
            Upon the occurrence of a Section 11(a)(ii) Event (as such term is
defined in the Rights Agreement), if the Class B Rights evidenced by this Class
B Rights Certificate are beneficially owned by (i) an Acquiring Person or an
Affiliate or Associate of any such Acquiring Person (as such terms are defined
in the Rights Agreement), (ii) a transferee of any such Acquiring Person,
Associate or Affiliate, or (iii) under certain circumstances specified in the
Rights Agreement, a transferee of a person who, after such transfer, became an
Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such
Class B Rights shall become null and void and no holder hereof shall have any
right with respect to such Class B Rights from and after the occurrence of such
Section 11(a)(ii) Event.

            As provided in the Rights Agreement, the Purchase Price and the
number and kind of shares of Preferred Stock or other securities which may be
purchased upon the exercise of the Class B Rights evidenced by this Class B
Rights Certificate are subject to modification and adjustment upon the happening
of certain events, including Triggering Events.

            This Class B Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description of
the rights, limitations of rights, obligations, duties and immunities hereunder
of the Rights Agent, the Company and the holders of the Class B Rights
Certificates and the Class A Rights Certificates, which limitations of rights
include the temporary suspension of the exercisability of such Class B Rights
under the specific circumstances set forth in the Rights Agreement.
<PAGE>
Copies of the Rights Agreement are on file with the Secretary of the Company and
are also available upon written request.

            This Class B Rights Certificate, with or without other Rights
Certificates, upon surrender at the principal office or offices of the Rights
Agent designated for such purpose, may be exchanged for another Class B Rights
Certificate or Class B Rights Certificates of like tenor and date evidencing
Class B Rights entitling the holder to purchase a like aggregate number of one
one-thousandths of a share of Preferred Stock as the Rights evidenced by the
Class B Rights Certificate or Class B Rights Certificates surrendered shall have
entitled such holder to purchase. If this Class B Rights Certificate shall be
exercised in part, the holder shall be entitled to receive upon surrender hereof
another Class B Rights Certificate or Class B Rights Certificates for the number
of whole Class B Rights not exercised.

            Subject to the provisions of the Rights Agreement, the Class B
Rights evidenced by this Class B Certificate may be redeemed by the Company at
its option at a redemption price of $.01 per Right at any time prior to the
earlier of the close of business on (i) the tenth Business Day following the
Stock Acquisition Date (as such time period may be extended pursuant to the
Rights Agreement), and (ii) the Final Expiration Date. In addition, under
certain circumstances following the Stock Acquisition Date the Rights may be
exchanged, in whole or in part, for shares of the Common Stock, or shares of
preferred stock of the Company having essentially the same value or economic
rights as such shares. Immediately upon the action of the Board of Directors of
the Company authorizing any such exchange, and without any further action or any
notice, the Rights (other than Rights which are not subject to such exchange)
will
<PAGE>
terminate and the Rights will only enable holders to receive the shares issuable
upon such exchange.

            No fractional shares of Preferred Stock will be issued upon the
exercise of any Class B Right or Class B Rights evidenced hereby (other than
fractions which are integral multiples of one one-thousandth of a share of
Preferred Stock, which may, at the election of the Company, be evidenced by
depositary receipts), but in lieu thereof a cash payment will be made, as
provided in the Rights Agreement.

            No holder of this Class B Rights Certificate shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of shares of
Preferred Stock or of any other securities of the Company which may at any time
be issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a shareholder of the Company or any right to vote for the
election of directors or upon any matter submitted to shareholders at any
meeting thereof, or to give consent to or withhold consent from any corporate
action, or, to receive notice of meetings or other actions affecting
shareholders (except as provided in the Rights Agreement), or to receive
dividends or subscription rights, or otherwise, until the Class B Right or Class
B Rights evidenced by this Class B Rights Certificate shall have been exercised
as provided in the Rights Agreement.

            This Class B Rights Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Rights Agent.
<PAGE>
            WITNESS the facsimile signature of a duly authorized officer of the
Company and its corporate seal.

Dated as of _________ __, _____


Attest:                                         TRAVELERS PROPERTY
                                                  CASUALTY CORP.


___________________________                       By:__________________________
Secretary                                         Title:


[SEAL]

Countersigned:

EQUISERVE TRUST COMPANY, N.A.

By:_______________________
   Authorized Signature
<PAGE>
               FORM OF REVERSE SIDE OF CLASS B RIGHTS CERTIFICATE

                               FORM OF ASSIGNMENT

                (To be executed by the registered holder if such
           holder desires to transfer the Class B Rights Certificate.)

                           FOR VALUE RECEIVED

hereby sells, assigns and transfers unto

________________________________________________________________________________

________________________________________________________________________________
                  (Please print name and address of transferee)

this Class B Rights Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint __________________
Attorney, to transfer the within Class B Rights Certificate on the books of the
within named Company, with full power of substitution.

Dated: __________________, _____                       _________________________
                                                       Signature


Signature Guaranteed:
<PAGE>
                          FORM OF ELECTION TO PURCHASE

            (To be executed if holder desires to exercise Rights represented by
            the Rights Certificate.)

To:  Travelers Property Casualty Corp.:

            The undersigned hereby irrevocably elects to exercise __________
Class B Rights represented by this Rights Certificate to purchase the shares of
Preferred Stock issuable upon the exercise of the Class B Rights (or such other
securities of the Company or of any other person which may be issuable upon the
exercise of the Class B Rights) and requests that certificates for such shares
be issued in the name of and delivered to:

Please insert social security
or other identifying number____________________________

________________________________________________________________________________
                         (Please print name and address)

________________________________________________________________________________

            If such number of Class B Rights shall not be all the Rights
evidenced by this Class B Rights Certificate, a new Class B Rights Certificate
for the balance of such Class B Rights shall be registered in the name of and
delivered to:

Please insert social security
or other identifying number____________________________

________________________________________________________________________________

________________________________________________________________________________
                         (Please print name and address)

Dated:  _______________, ______                      ___________________________
                                                     Signature

Signature Guaranteed:
<PAGE>
                               CLASS B CERTIFICATE

            The undersigned hereby certifies by checking the appropriate boxes
that:

            (1) the Class B Rights evidenced by this Class B Rights Certificate
[ ] are [ ] are not being exercised by or on behalf of a Person who is or was an
Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as
such terms are defined pursuant to the Rights Agreement); and

            (2) after due inquiry and to the best knowledge of the undersigned,
it [ ] did [ ] did not acquire the Class B Rights evidenced by this Class B
Rights Certificate from any Person who is, was or became an Acquiring Person or
an Affiliate or Associate of an Acquiring Person.

Dated: ______________, ____                      _______________________________
                                                 Signature

Signature Guaranteed:
<PAGE>
                                     NOTICE

              The signature to the foregoing Election to Purchase and
Certificate must correspond to the name as written upon the face of this Class B
Rights Certificate in every particular, without alteration or enlargement or any
change whatsoever.
<PAGE>
                                                                       Exhibit D

                          SUMMARY OF RIGHTS TO PURCHASE
                                 PREFERRED STOCK

            On March __, 2002, the Board of Directors of Travelers Property
Casualty Corp. (the "Company") declared a dividend distribution of one Class A
Right for each outstanding share of Class A Common Stock and one Class B Right
for each outstanding share of Class B Common Stock, to the shareholder of record
at the close of business on March __, 2002 (the "Record Date") and authorized
the issuance of one Class A Right and one Class B Right (the Class A Rights and
Class B Rights together, the "Rights") for each share of Class A Common Stock
and Class B Common Stock (the Class A Common Stock and the Class B Common Stock
together, the "Common Stock"), respectively, issued after the Record Date. Each
Right entitles the registered holder to purchase from the Company a unit
consisting of one one-thousandth of a share (a "Unit") of Series A Junior
Participating Preferred Stock, par value $.01 per share (the "Series A Preferred
Stock"), at a Purchase Price of ____ per Unit, subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and EquiServe Trust Company, N.A., as
Rights Agent.

            Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Class A
Rights Certificates or Class B Rights Certificates (the Class A Rights
Certificates and the Class B Rights Certificates together, the "Rights
Certificates") will be distributed. Subject to certain exceptions specified in
the Rights Agreement, the Rights will separate from the underlying Common Stock
and a Distribution Date will occur upon the earlier of (i) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") (but excluding Citigroup, Inc.
("Citigroup") and its subsidiaries) has acquired beneficial ownership of shares
of Common Stock representing 15% or more of the voting power of the shares of
Common Stock outstanding (the "Stock Acquisition Date"), other than as a result
of repurchases of stock by the Company or certain inadvertent actions by
institutional or certain other shareholders or (ii) 10 business days (or such
later date as the Board shall determine) after the date of commencement or the
date of first public announcement with respect thereto (whichever is earlier) of
a tender offer or exchange offer that would result in a person or group becoming
an Acquiring Person.

            Until the Distribution Date, (i) the Rights will be evidenced by the
underlying Common Stock certificates and will be transferred with and only with
such Common Stock certificates, (ii) new Common Stock certificates issued after
the Record Date will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificates. Pursuant to the Rights
Agreement, the Company reserves the right to require prior to the occurrence of
a Triggering Event (as defined below) that, upon any exercise of Rights, a
number of Rights be exercised so that only whole shares of Preferred Stock will
be issued.
<PAGE>
            The Rights are not exercisable until the Distribution Date and will
expire at 5:00 P.M. (New York City time) on March __, 2012, unless earlier
redeemed by the Company as described below.

            As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the class of Common Stock
into which such Rights are exercisable (as set forth below) as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.

            In the event that a Person becomes an Acquiring Person, each holder
of a Class A Right and Class B Right, respectively, will thereafter have the
right to receive, upon exercise, Class A Common Stock and Class B Common Stock,
respectively, (or, in certain circumstances cash, property or other securities
of the Company) having a Current Market Price (as defined in the Rights
Agreement) equal to two times the exercise price of such Right. The Exercise
Price is the Purchase Price times the number of shares of such class of Common
Stock associated with each such Right. Notwithstanding any of the foregoing,
following the occurrence of the event set forth in this paragraph, all Rights
that are, or (under certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person will be null and void. However,
Rights are not exercisable following the occurrence of the event set forth above
until such time as the Rights are no longer redeemable by the Company as set
forth below.

            For example, at an exercise price of $100 per Right, each Class A
Right not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $200 worth (based on its Current Market Price) of Class A Common Stock
(or other consideration, as noted above) for $100. Assuming that the Class A
Common Stock had a per share value of $50 at such time, the holder of each valid
Class A Right would be entitled to purchase 4 shares of Class A Common Stock for
$100. A similar example would apply with respect to Class B Rights.

            In the event that, at any time following the Stock Acquisition Date,
(i) the Company engages in a merger or other business combination transaction in
which the Company is not the surviving corporation, (ii) the Company engages in
a merger or other business combination transaction in which the Company is the
surviving corporation and the Common Stock of the Company is changed or
exchanged, or (iii) 50% or more of the Company's assets, cash flow or earning
power is sold or transferred, each holder of a Right (except Rights which have
previously been voided as set forth above) shall thereafter have the right to
receive, upon exercise, common stock of the acquiring company having a Current
Market Price equal to two times the exercise price of the Right. The events set
forth in this paragraph and in the second preceding paragraph are referred to as
the "Triggering Events."


                                        2
<PAGE>
            The Purchase Price payable, and the number of Units of Preferred
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities at
less than the current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).

            With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.

            At any time until such time as any Person becomes an Acquiring
Person, the Company may redeem the Rights in whole, but not in part, at a price
of $.01 per Right (payable in cash, the relevant class of Common Stock for which
a Right is exercisable or other consideration deemed appropriate by the Board of
Directors).

            Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights
should not be taxable to shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company or in the event of the
redemption of the Rights as set forth above.

            Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity, to make changes which do not adversely
affect the interests of holders of Rights, or to shorten or lengthen any time
period under the Rights Agreement; provided, however, that no amendment to
lengthen a time period relating to when the Rights may be redeemed may be made
at such time as the Rights are not redeemable. Notwithstanding the foregoing,
(i) any amendment of any provision of the Rights Agreement at any time requires
the consent of Citigroup unless Citigroup (together with its subsidiaries) holds
shares representing less than 20% of the voting power of the outstanding shares
of Common Stock at the time of such amendment, and (ii) any amendment of the
definition of "Acquiring Person" requires the consent of Citigroup unless
Citigroup owns less than 5% of the voting power of the outstanding shares of
Common Stock at the time of such amendment.

            A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as Exhibit 4.2 to the Company's S-1 Registration
Statement No. 333-82388. A copy of the Rights Agreement is available free of
charge from the Rights Agent.


                                        3
<PAGE>
This summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.


                                        4