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                                                                     EXHIBIT 4.3


                          FIRST SUPPLEMENTAL INDENTURE

                           Dated as of March 27, 2002



             Supplementing and Amending the Junior Subordinated Debt
                 Securities Indenture dated as of March 27, 2002



                        TRAVELERS PROPERTY CASUALTY CORP.

                                       TO

                              THE BANK OF NEW YORK,
                                     Trustee



               4.5% Convertible Junior Subordinated Notes Due 2032
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                  FIRST SUPPLEMENTAL INDENTURE dated as of March 27, 2002 (the
"Supplemental Indenture"), made and entered into by and between TRAVELERS
PROPERTY CASUALTY CORP., a corporation organized and existing under the laws of
the State of Connecticut having its principal office at One Tower Square,
Hartford, CT 06183 (the "Company"), and THE BANK OF NEW YORK, a New York banking
corporation as trustee (together with its successors, the "Trustee").

                  WHEREAS the Company entered into an Indenture dated as of
March 27, 2002 (the "Basic Indenture") with The Bank of New York, as the
Trustee, for the purposes of issuing its unsecured subordinated debentures,
securities, notes or other evidences of indebtedness to be issued in one or more
series (the "Subordinated Debt Securities"), in such principal amount or amounts
as may from time to time be authorized by or pursuant to the authority granted
in one or more resolutions of the Board of Directors of the Company;

                  WHEREAS the Company has requested the Trustee to join with it
in the execution and delivery of this First Supplemental Indenture in order to
provide for a series of Subordinated Debt Securities denominated its "4.5%
Convertible Junior Subordinated Notes Due 2032" (such Subordinated Debt
Securities being referred to herein as the "Notes");

                  WHEREAS Section 9.1(8) of the Basic Indenture provides that
without the consent of the Holders of Subordinated Debt Securities, the Company,
when authorized by a Board Resolution, and the Trustee may enter into one or
more indentures supplemental to the Basic Indenture, in form satisfactory to the
Trustee, to establish the form or terms of Subordinated Debt Securities of any
series;

                  WHEREAS the entry into this Supplemental Indenture by the
parties hereto is in all respects authorized by the provisions of the Basic
Indenture; and

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

                  NOW, THEREFORE, and in consideration of the premises and
purchase of the Subordinated Debt Securities by the Holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders, without preference, priority or distinction of any of the Subordinated
Debt Securities over any of the others by reason of difference in series or
priority in time of issuance, negotiation or maturity thereof, or otherwise
except as otherwise provided in the Basic Indenture or this Supplemental
Indenture, as follows:

                  SECTION 1. The Basic Indenture is hereby amended, solely with
respect to a series of securities that consists of the Notes, as follows:

                  (a) Section 3.5 of the Indenture is amended to add in the
first line of the fifth paragraph, after the words "registration of transfer,",
the following: "conversion,".

                  (b) Section 3.6 of the Indenture is amended to add in the
second line of the third paragraph, after the words "pursuant to Section 11.4",
the following: "or is about to be converted into shares of Class A Common Stock
pursuant to Article XVI hereof".


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                  (c) Section 3.9 of the Indenture is amended to add in the
first line, after the words "surrendered for payment", the following:
"conversion,", to denote the words "submitted for redemption pursuant to Article
XI hereof" in the last sentence as subclause (i) and to add, after such words,
the following: "or (ii) converted pursuant to Article XVI."

                  (d) Section 4.1 of the Indenture is amended to add in the
second line of the first paragraph, after the words "any surviving rights of",
the following: "conversion or".

                  (e) Section 6.3 of the Indenture is amended to add as a new
subclause (j) the following:

                  (j) The Trustee shall not be responsible for the computation
         of any adjustment to the Conversion Price or for any determination as
         to whether an adjustment is required and shall not be deemed to have
         knowledge of any adjustment unless and until it shall have received the
         notice from the Company contemplated by Section 16.6(j).

                  (f) Section 10.2 of the Indenture is amended to add in the
third line of the first paragraph, after the words "for registration of transfer
or exchange", the following: "or presented for conversion".

                  (g) Section 11.3 of the Indenture is amended to add as a new
fourth paragraph the following:

                  If any Note selected for partial redemption is converted in
part after such selection, the converted portion of such Note shall be deemed
(so far as may be) to be the portion to be selected for redemption. The Notes
(or portion thereof) so selected shall be deemed duly selected for redemption
for all purposes hereof, notwithstanding that any such Note is converted in
whole or in part before the mailing of the notice of redemption. Upon any
redemption of less than all the Notes, the Company and the Trustee may treat as
outstanding any Note surrendered for conversion during the period of 14 days
next preceding the mailing of a notice of redemption and need not treat as
outstanding any Note authenticated and delivered during such period in exchange
for the unconverted portion of any Note converted in part during such period.

                  (h) Section 11.4 of the Indenture is amended to delete the
word "and" at the end of subclause (5), to delete the period and to add "; and"
to the end of subclause (6) and to add as new subclause (7) the following:

                           (7) that Notes called for redemption may be converted
         at any time prior to the close of business on the last Business Day
         immediately preceding the Redemption Date and if not converted prior to
         the close of business on such date, the right of conversion will
         terminate.

                  (i) Section 1.1 of the Indenture is amended to add the
following new definitions thereto, in the appropriate alphabetical sequence, as
follows:

                  "Capital Stock" of any person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such person, but
excluding any debt securities convertible into such equity.


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                  "Common Stock" means any stock of any class of the Company
which has no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Company and which is not subject to redemption by the Company. Subject to
the provisions of Section 16.7, however, shares issuable on conversion of the
Notes shall include only shares of the class designated as class A Common Stock
of the Company at the date of this Indenture (the "Class A Common Stock") or
shares of any class or classes resulting from any reclassification or
reclassifications thereof and which have no preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company and which are not subject to redemption
by the Company; provided that if at any time there shall be more than one such
resulting class, the shares of each such class then so issuable shall be
substantially in the proportion which the total number of shares of such class
resulting from all such reclassifications bears to the total number of shares of
all such classes resulting from all such reclassifications.

                  "Conversion Price" means the initial conversion price
specified in Section 16.1, as adjusted in accordance with the provisions of
Article XVI.

                  "Daily Market Price" means the price of a share of Common
Stock on the relevant date, determined on the basis of the last reported sale
price regular way of the Common Stock as traded on the New York Stock Exchange,
or as reported on the principal national securities exchange upon which the
Common Stock is listed or, if the Common Stock is not then listed on a national
securities exchange, then as quoted on the Nasdaq National market.

                  "Distribution" means the distribution by Citigroup Inc. of
shares of Common Stock to holders of Citigroup common stock in a transaction
qualifying under Section 355 of the Internal Revenue Code of 1986, as amended.

                  "Voting Stock" of a corporation means all classes of Capital
Stock of such corporation then outstanding and normally entitled to vote in the
election of directors.

                  (j) The Indenture is amended by adding the following Article
Sixteen:

                                   ARTICLE XVI

                               CONVERSION OF NOTES

SECTION 16.1      Right To Convert.

         Subject to and upon compliance with the provisions of this Indenture
(including the Company's right to elect a Cash Settlement as described below),
unless the Company has redeemed or repurchased the Notes, each holder of Notes
shall have the right, at his or her option, after March 27, 2003 and before 5:00
p.m., New York City time, on April 15, 2032, (except that, with respect to any
Note or portion thereof which is called for redemption prior to such date, such
right shall terminate before the close of business on the last Business Day
immediately preceding the Redemption Date), if at that time the conditions
described below are satisfied, to convert the principal amount of any Note held
by such holder, or any portion of such principal amount which is $25 or an
integral multiple thereof, at an initial conversion rate of 1.0808 shares of
Class A Common Stock for each $25 principal amount of Notes (equivalent to

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an initial conversion price of $ 23.13 per share of Class A Common Stock),
subject to adjustment as described below. A holder of Notes will not be entitled
to any rights of a holder of Class A Common Stock until such holder of Notes has
converted his or her Notes to shares of Class A Common Stock, and only to the
extent such Notes are deemed to have been converted to shares of Class A Common
Stock under this Article XVI.

                  Holders of Notes may surrender their Notes for conversion into
shares of the Class A Common Stock during the period specified in the preceding
paragraph only under any one of the following circumstances:

                  (a) a Holder may surrender its Notes for conversion into
         shares of Class A Common Stock if the average of the daily closing
         prices (as defined in Section 16.6(g)) of Class A Common Stock for the
         20 consecutive trading days (as defined in Section 16.6(g)) immediately
         prior to the conversion date (as defined in Section 16.6(g)) is at
         least 20% above the Conversion Price on such conversion date.

                  (b) a Holder may surrender for conversion any Note called for
         redemption before the close of business on the last Business Day
         immediately preceding the Redemption Date.

                  (c) If the Company elects to:

                           (1)   issue to all or substantially all holders of
                                 its outstanding shares of Class A Common Stock
                                 rights or warrants entitling such holders to
                                 subscribe for or purchase shares of Class A
                                 Common Stock at a price per share less than the
                                 Current Market Price (as defined in Section
                                 16.6(g)) on the Record Date fixed for the
                                 determination of shareholders entitled to
                                 receive such rights or warrants, or

                           (2)   by dividend or otherwise, distribute to all
                                 holders of its Class A Common Stock and/or
                                 Class B Common Stock shares of any class of
                                 Capital Stock of the Company or any of its
                                 subsidiaries (other than any dividends or
                                 distributions to which Section 16.6(a) applies)
                                 or evidences of its indebtedness, cash or other
                                 assets (including securities, but excluding any
                                 rights or warrants of a type referred to in
                                 Section 16.6(c)) which exceeds 15% of the sum
                                 of (1) the product of the Current Market Price
                                 (determined as provided in Section 16.6(g)) of
                                 the Class A Common Stock on the Record Date
                                 with respect to such distribution multiplied by
                                 the number of shares of Class A Common Stock
                                 outstanding on such date and (2) product of the
                                 Current Market Price (determined as provided in
                                 Section 16.6(g)) of the Class B Common Stock on
                                 the Record Date with respect to such
                                 distribution multiplied by the number of shares
                                 of Class B Common Stock outstanding on such
                                 date,

     then the Company must notify the Holders of the Notes at least 10 Business
     Days prior to the ex-dividend date for such distribution. Once the Company
     has provided such notice, Holders

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     may surrender their Notes for conversion until the earlier of the close of
     business on the Business Day prior to the ex-dividend date or the Company's
     announcement that such distribution will not take place.

                  (d) If the Company is party to any consolidation, merger,
     share exchange or combination of the Company with another corporation as a
     result of which holders of Class A Common Stock shall be entitled to
     receive stock, securities or property or assets (including cash) with
     respect to or in exchange for such Class A Common Stock (other than if the
     property or assets consists of shares of voting common stock of the
     surviving or acquiring person that are, or upon issuance will be, traded on
     a United States national securities exchange or approved for trading on an
     established automated over-the-counter trading market in the United States,
     and such shares represent at least 95% of the aggregate fair market value
     (as determined by the Board of Directors) of the property), a Holder may
     surrender Notes for conversion at any time from and after the date which is
     15 days prior to the anticipated effective date of such transaction until
     15 days after the actual effective date of such transaction.

                  (e) A Holder may surrender any of its Notes for conversion if
     the long-term credit ratings assigned to the Notes by Moody's Investors
     Service, Inc. ("Moody's") or Standard & Poor's Ratings Group ("S&P") are
     reduced to or below Ba1 or BB+, respectively, or if either Moody's or S&P,
     or their successors, no longer rates the Notes.

SECTION 16.2      Exercise of Conversion Privilege; Issuance of Class A Common
                  Stock on Conversion; No Adjustment for Interest or Dividends.

         To exercise, in whole or in part, the conversion privilege with respect
to any Note, the holder of such Note shall surrender such Note, duly endorsed,
at an office or agency maintained for that purpose by the Company pursuant to
Section 10.2 (the "Conversion Agent"), accompanied by the funds, if any,
required by the last paragraph of this Section 16.2, and shall give written
notice of conversion in the form provided on the Notes (or such other notice
which is acceptable to the Company) to the Conversion Agent that the holder of
Notes elects to convert such Note or such portion thereof specified in said
notice. Such notice shall also state the name or names (with address or
addresses) in which the certificate or certificates for shares of Class A Common
Stock which are issuable on such conversion shall be issued, and shall be
accompanied by transfer taxes, if required pursuant to Section 16.8. Each such
Note surrendered for conversion shall, unless the shares issuable on conversion
are to be issued in the same name as the registration of such Note, be duly
endorsed by, or be accompanied by instruments of transfer in form satisfactory
to the Company duly executed by, the holder of Notes or his or her duly
authorized attorney. The Holder of such Notes will not be required to pay any
tax or duty which may be payable in respect of the issue or delivery of shares
of Class A Common Stock on conversion, but will be required to pay any tax or
duty which may be payable in respect of any transfer involved in the issue or
delivery of shares of Class A Common Stock in a name other than the same name as
the registration of such Note.

         Subject to Section 16.3, as promptly as practicable after satisfaction
of the requirements for conversion set forth above, the Company shall issue and
shall deliver to such holder at the office or agency maintained by the Company
for such purpose pursuant to Section 10.2, a

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certificate or certificates for the number of full shares of Class A Common
Stock issuable upon the conversion of such Note or portion thereof in accordance
with the provisions of this Article XVI. Certificates representing shares of
Class A Common Stock will not be issued or delivered unless all taxes and
duties, if any, payable by the holder have been paid. In case any Note of a
denomination of an integral multiple greater than $25 is surrendered for partial
conversion, and subject to Section 3.3, the Company shall execute, and the
Trustee shall authenticate and deliver to the holder of the Note so surrendered,
without charge to him or her, a new Note or Notes in authorized denominations in
an aggregate principal amount equal to the unconverted portion of the
surrendered Note.

         Each conversion shall be deemed to have been effected as to any such
Note (or portion thereof) on the date on which the requirements set forth above
in this Section 16.2 have been satisfied as to such Note (or portion thereof),
and the person in whose name any certificate or certificates for shares of Class
A Common Stock are issuable upon such conversion shall be deemed to have become
on said date the holder of record of the shares represented thereby; provided,
however, that any such surrender on any date when the Company's stock transfer
books are closed shall constitute the person in whose name the certificates are
to be issued as the record holder thereof for all purposes on the next
succeeding day on which such stock transfer books are open, but such conversion
shall be at the Conversion Price in effect on the date upon which such Note is
surrendered.

         Any Note or portion thereof surrendered for conversion during the
period from the close of business on any Regular Record Date for any interest
payment through the opening of business on the corresponding Interest Payment
Date shall (unless such Note or portion thereof being converted has been called
for redemption pursuant to a notice of redemption mailed by the Company to the
holders in accordance with the provisions of Section 11.4) after such Regular
Record Date and before such Interest Payment Date be accompanied by payment, in
funds acceptable to the Company, of an amount equal to the interest and
liquidated damages, if any, otherwise payable on such Interest Payment Date on
the principal amount being converted; provided however, that no such payment
need be made if there exists at the time of conversion a default in the payment
of interest or liquidated damages, if applicable, on the Notes. An amount equal
to such payment (or the interest payment due, as the case may be) shall be paid
by the Company on such Interest Payment Date to the holder of such Note at the
close of business on such Record Date; provided, however, that if the Company
defaults in the payment of interest or liquidated damages, if applicable, on
such Interest Payment Date, such amount shall be paid to the person who made
such required payment. Except as provided above in this Section 16.2, no
adjustment shall be made for interest and liquidated damages, if any, accrued on
any Note converted or for dividends on any shares of Class A Common Stock issued
upon the conversion of such Note as provided in this Article XVI.

SECTION 16.3      Right to Make Cash Settlement.

         Notwithstanding anything to the contrary contained in this Article XVI,
from March 27, 2003, and until the next Business Day following the date of the
Distribution (provided that the Distribution has not occurred by March 27,
2003), the Company may elect to make a cash settlement (a "Cash Settlement") in
respect of any Notes surrendered for conversion by delivering notice to the
Conversion Agent not more than five trading days after the Notes are


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surrendered. If the Distribution does not occur, the Company's option to elect a
Cash Settlement will continue.

         The amount of cash that a Holder of Notes will receive in the case of a
Cash Settlement with respect to any Notes surrendered for conversion will be
equal to the value of the underlying shares of Class A Common Stock as
calculated by determining the product of (i) the then applicable conversion rate
(which is equal to, for each $25 principal amount of Notes surrendered for
conversion, $25 divided by the then prevailing Conversion Price) and (ii) the
average of the closing price, as defined in Section 16.6(g), of the Class A
Common Stock on the five trading days beginning two trading days after the
Company's delivery of the notice to the Conversion Agent. The Company will pay
the Cash Settlement as promptly as practicable after the completion of the five
trading day period.

SECTION 16.4      Cash Payments in Lieu of Fractional Shares.

         Except as described in this Section 16.4, the Company will not make any
payment or other adjustment for accrued interest on the Notes or dividends on
any shares of Class A Common Stock issued upon conversation of any Note. No
fractional shares of Class A Common Stock or scrip representing fractional
shares shall be issued upon conversion of Notes. If more than one Note shall be
surrendered for conversion at one time by the same Holder, the number of full
shares of Class A Common Stock which shall be issuable upon conversion shall be
computed on the basis of the aggregate principal amount of the Notes (or
specified portions thereof to the extent permitted hereby) so surrendered for
conversion. If any fractional share of Class A Common Stock otherwise would be
issuable upon the conversion of any Note or Notes, the Company shall make an
adjustment therefor in cash based upon the Daily Market Price of the Class A
Common Stock on the last trading day prior to the date of conversion.

SECTION 16.5      Conversion Price.

         The Conversion Price shall be as specified in Section 16.1, subject to
adjustment as provided in this Article XVI. In the event that the Conversion
Price is adjusted pursuant to the provisions of Section 16.6, the conversion
rate shall be adjusted accordingly.

SECTION 16.6      Adjustment of Conversion Price.

         The Conversion Price shall be adjusted from time to time by the Company
as follows:

         (a) If the Company shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Class A Common Stock in shares of
Class A Common Stock, the Conversion Price in effect at the opening of business
on the date following the date fixed for the determination of shareholders
entitled to receive such dividend or other distribution shall be reduced by
multiplying such Conversion Price by a fraction of which the numerator shall be
the number of shares of Class A Common Stock outstanding at the close of
business on the Record Date (as defined in Section 16.6(g)) fixed for such
determination and the denominator shall be the sum of such number of shares of
Class A Common Stock and the total number of shares of Class A Common Stock
constituting such dividend or other distribution, such reduction to become
effective immediately after the opening of business on the day following the
Record Date. If any dividend or distribution of the type described in this
Section 16.6(a) is declared but

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not so paid or made, the Conversion Price shall again be adjusted to the
Conversion Price which would then be in effect if such dividend or distribution
had not been declared.

         (b) If the outstanding shares of Class A Common Stock shall be
subdivided or split into a greater number of shares of Class A Common Stock or
the Company issues any shares of Capital Stock in connection with a
reclassification of the Company's Class A Common Stock (other than the shares of
Class A Common Stock issued by the Company to Citigroup Inc. within 30 days of
the consummation of the offering of the Notes), the Conversion Price in effect
at the opening of business on the day following the day upon which such
subdivision or split becomes effective shall be proportionately reduced, and,
conversely, if the outstanding shares of Class A Common Stock shall be combined
into a smaller number of shares of Class A Common Stock, the Conversion Price in
effect at the opening of business on the day following the day upon which such
combination becomes effective shall be proportionately increased, such reduction
or increase, as the case may be, to become effective immediately after the
opening of business on the day following the day upon which such subdivision or
combination becomes effective.

         (c) If the Company issues rights or warrants to all or substantially
all holders of its outstanding shares of Class A Common Stock entitling such
holders to subscribe for or purchase shares of Class A Common Stock at a price
per share less than the Current Market Price (as defined in Section 16.6(g)) of
the Class A Common Stock on the Record Date fixed for the determination of
shareholders entitled to receive such rights or warrants, the Conversion Price
shall be adjusted so that the same shall equal the price determined by
multiplying the Conversion Price in effect at the opening of business on the
date after such Record Date by a fraction of which the numerator shall be the
number of shares of Class A Common Stock outstanding at the close of business on
the Record Date plus the number of shares of Class A Common Stock which the
aggregate offering price of the total number of shares of Class A Common Stock
so offered would purchase at such Current Market Price, and of which the
denominator shall be the number of shares of Class A Common Stock outstanding on
the close of business on the Record Date plus the total number of additional
shares of Class A Common Stock so offered for subscription or purchase. Such
adjustment shall become effective immediately after the opening of business on
the day following the Record Date fixed for determination of shareholders
entitled to receive such rights or warrants. To the extent that shares of Class
A Common Stock are not delivered pursuant to such rights or warrants, upon the
expiration or termination of such rights or warrants, the Conversion Price shall
be readjusted to be the Conversion Price which would then be in effect had the
adjustments made upon the issuance of such rights or warrants been made on the
basis of delivery of only the number of shares of Class A Common Stock actually
delivered. If such rights or warrants are not so issued, the Conversion Price
shall again be adjusted to be the Conversion Price which would then be in effect
if such date fixed for the determination of shareholders entitled to receive
such rights or warrants had not been fixed. In determining whether any rights or
warrants entitle the holders to subscribe for or purchase shares of Class A
Common Stock at less than such Current Market Price, and in determining the
aggregate offering price of such shares of Class A Common Stock, there shall be
taken into account any consideration received for such rights or warrants, with
the value of such consideration, if other than cash, to be determined by the
Board of Directors.

         (d) (1) If the Company shall, by dividend or otherwise, distribute to
all holders of its Class A Common Stock evidences of its indebtedness, cash or
other assets (including securities,

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but excluding (i) any rights or warrants of a type referred to in Section
16.6(c), (ii) dividends and distributions paid exclusively in cash and (iii)
dividends and distributions of the type described in Section 16.6(d)(2) below),
then in each such case the Conversion Price shall be reduced so that the same
shall be equal to the price determined by multiplying the Conversion Price in
effect immediately prior to the close of business on the Record Date (as defined
in Section 16.6(g)) with respect to such distribution by a fraction the
numerator of which shall be the Current Market Price (determined as provided in
Section 16.6(g)) of the Class A Common Stock on such date less the fair market
value (as determined by the Board of Directors, whose determination shall be
conclusive and set forth in a resolution of the Board of Directors) on such date
of the portion of the indebtedness, cash or other assets so distributed
applicable to one share of Class A Common Stock and the denominator of which
shall be the Current Market Price of the Class A Common Stock, such reduction to
become effective immediately prior to the opening of business on the day
following the Record Date; provided, however, that in the event that the then
Current Market Price minus the fair market value of the portion of the
indebtedness, cash or other assets so distributed applicable to one share of
Class A Common Stock is less than $1.00 or the fair market value of the portion
of the indebtedness, cash or other assets so distributed applicable to one share
of Class A Common Stock is greater than the then Current market Price, in lieu
of the foregoing adjustment, adequate provision shall be made so that each
Holder of Notes shall have the right to receive upon conversion of a Note (or
any portion thereof) the amount of indebtedness, cash or other assets such
holder would have received had such holder converted such Note (or portion
thereof) immediately prior to such Record Date. If such dividend or distribution
is not so paid or made, the Conversion Price shall again be adjusted to be the
Conversion Price which would then be in effect if such dividend or distribution
had not been declared. If the Board of Directors determines the fair market
value of any distribution for purposes of this Section 16.6(d)(1) by reference
to the actual or when issued trading market for any securities comprising all or
part of such distribution, it must in doing so consider the prices in such
market over the same period used in computing the Current Market Price of the
Class A Common Stock pursuant to Section 16.6(g) to the extent possible.

         (2) If the Company shall, by dividend or otherwise, distribute to all
holders of its Class A Common Stock shares of any class of Capital Stock of the
Company or any of its subsidiaries or business units (other than (i) any
dividends or distributions to which Section 16.6(a) applies and (ii) rights and
warrants of a type referred to in Section 16.6(c)), then in each such case, the
Conversion Price shall be reduced so that the same shall be equal to the price
determined by multiplying the Conversion Price then in effect by a fraction the
numerator of which shall be the Current Market Price (determined as defined
below) of the Class A Common Stock and the denominator of which shall be the sum
of (A) the fair market value of the portion of the Capital Stock so distributed
applicable to one share of Class A Common Stock plus (B) such Current Market
Price, such reduction to become effective immediately prior to the opening of
business on the day following the tenth trading day after the date on which
"ex-dividend trading" commences for the applicable dividend or distribution on
the New York Stock Exchange, the Nasdaq National Market or such other regional
exchange or market on which the Class A Common Stock is then listed or quoted.

         For purposes of this Section 16.6(d)(2) only:


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         "fair market value" of the Capital Stock to be distributed to holders
of Class A Common Stock means the average of the closing prices (as defined in
Section 16.6(g)) of each share of such Capital Stock for the first ten trading
days (as defined in Section 16.6(g)) after the date on which "ex-dividend
trading" commences for the applicable dividend or distribution on the New York
Stock Exchange, the Nasdaq National Market or such other regional exchange or
market on which the Class A Common Stock is then listed or quoted.

         "Current Market Price" of the Class A Common Stock means the average of
the closing prices (as defined in Section 16.6(g)) of the Class A Common Stock
for the first ten trading days (as defined in Section 16.6(g)) after the date on
which "ex-dividend trading" commences for the applicable dividend or
distribution on the New York Stock Exchange, the Nasdaq National Market or such
other regional exchange or market on which the Class A Common Stock is then
listed or quoted.

         In the event the Company elects to make a distribution described in the
(c) or (d) above, the Company will be required to give notice to the Holders of
the Notes at least 10 Business Days before the ex-dividend date for such
distribution and, upon the giving of such notice, the Notes may be surrendered
for conversion at any time until the close of business on the Business Day
before the ex-dividend date or until the Company announces that such
distribution will not take place.

         Notwithstanding any other provision of this Section 16.6(d) to the
contrary, rights, warrants, evidences of indebtedness, other securities, cash or
other assets (including, without limitation, any rights distributed pursuant to
any shareholder rights plan) shall be deemed not to have been distributed for
purposes of this Section 16.6 (d) if the Company makes proper provision so that
each holder of Notes who converts a Note (or any portion thereof) after the date
fixed for determination of shareholders entitled to receive such distribution
shall be entitled to receive upon such conversion, in addition to the shares of
Class A Common Stock issuable upon such conversion, the amount and kind of such
distributions that such holder would have been entitled to receive if such
holder had, immediately prior to such determination date, converted such Note
into shares of Class A Common Stock.

         Rights or warrants distributed by the Company to all holders of Class A
Common Stock entitling the holders thereof to subscribe for or purchase shares
of the Company's capital stock (either initially or under certain
circumstances), which rights or warrants, until the occurrence of a specified
event or events ("Trigger Event"): (i) are deemed to be transferred with such
shares of Class A Common Stock; (ii) are not exercisable; and (iii) are also
issued in respect of future issuances of Class A Common Stock, shall be deemed
not to have been distributed for purposes of this Section 16.6(d) (and no
adjustment to the Conversion Price under this Section 16.6(d) shall be required)
until the occurrence of the earliest Trigger Event, whereupon such rights and
warrants shall be deemed to have been distributed and an appropriate adjustment
to the Conversion Price under this Section 16.6(d) shall be made. If any such
rights or warrants, including any such existing rights or warrants distributed
prior to the date of this Indenture, are subject to subsequent events, upon the
occurrence of each of which such rights or warrants shall become exercisable to
purchase different securities, evidences of indebtedness or other assets, then
the occurrence of each such event shall be deemed to be such date of issuance
and record date with respect to new rights or warrants (and a termination or
expiration of the existing rights

                                       10
<PAGE>
or warrants without exercise by the holder thereof). In addition, in the event
of any distribution (or deemed distribution) of rights or warrants, or any
Trigger Event with respect thereto, that was counted for purposes of calculating
a distribution amount for which an adjustment to the Conversion Price under this
Section 16.6 was made, (1) in the case of any such rights or warrants which
shall all have been redeemed or repurchased without exercise by any holders
thereof, the Conversion Price shall be readjusted upon such final redemption or
repurchase to give effect to such distribution or Trigger Event, as the case may
be, as though it were a cash distribution, equal to the per share redemption or
repurchase price received by a holder or holders of Class A Common Stock with
respect to such rights or warrants (assuming such holder had retained such
rights or warrants), made to all holders of Class A Common Stock as of the date
of such redemption or repurchase, and (2) in the case of such rights or warrants
which shall have expired or been terminated without exercise by any holders
thereof, the Conversion Price shall be readjusted as if such rights and warrants
had not been issued.

         For purposes of this Section 16.6(d) and Sections 16.6(a) and (c), any
dividend or distribution to which this Section 16.6(d) is applicable that also
includes shares of Class A Common Stock, or rights or warrants to subscribe for
or purchase shares of Class A Common Stock to which Section 16.6(c) applies (or
both), shall be deemed instead to be (1) a dividend or distribution of the
evidences of indebtedness, assets, shares of capital stock, rights or warrants
other than such shares of Class A Common Stock or rights or warrants to which
Section 16.6(c) applies (and any Conversion Price reduction required by this
Section 16.6(d) with respect to such dividend or distribution shall then be
made) immediately followed by (2) a dividend or distribution of such shares of
Class A Common Stock or such rights or warrants (and any further Conversion
Price reduction required by Sections 16.6(a) and (c) with respect to such
dividend or distribution shall then be made, except that (A) the Record Date of
such dividend or distribution shall be substituted as "the date fixed for the
determination of shareholders entitled to receive such dividend or other
distribution", "Record Date fixed for such determination" and "Record Date"
within the meaning of Section 16.6(a) and as "the date fixed for the
determination of shareholders entitled to receive such rights or warrants", "the
Record Date fixed for the determination of the shareholders entitled to receive
such rights or warrants" and "such Record Date" within the meaning of Section
16.6(c) and (B) any shares of Class A Common Stock included in such dividend or
distribution shall not be deemed "outstanding at the close of business on the
date fixed for such determination" within the meaning of Section 16.6(a)).

         (e) If the Company shall make a distribution (other than regular
quarterly dividends paid by the Company) consisting exclusively of cash to all
holders of its Class A Common Stock and/or Class B Common Stock (excluding any
cash that is distributed upon a merger, share exchange or consolidation to which
Section 16.7 applies or as part of a distribution referred to in Section
16.6(d)) in an aggregate amount that, combined together with (1) the aggregate
amount of any other such all-cash distributions to all holders of its Common
Stock within the 12 months preceding the date of payment of such distribution,
and in respect of which no adjustment pursuant to this Section 16.6(e) has been
made (excluding (i) a dividend of $1 billion declared in February 2002, payable
to Citigroup in December 2002 in the form of a non-interest bearing note, (ii) a
dividend of $3.7 billion declared in February 2002, payable to Citigroup in the
form of a note, $150 million of which is payable in May 2004 and $3.55 billion
of which is payable in February 2017 and (iii) a dividend of $395 million
declared in March 2002, payable to Citigroup in March 2007 in the form of a
note), and (2) the aggregate of any cash plus the fair market value

                                       11
<PAGE>
(as determined by the Board of Directors, whose determination shall be
conclusive and described in a resolution of the Board of Directors) of
consideration payable in respect of any tender or exchange offer by the Company
or any of its subsidiaries for all or any portion of the Class A Common Stock
and/or Class B Common Stock concluded within the 12 months preceding the date of
payment of such distribution, and in respect of which no adjustment pursuant to
Section 16.6(f) has been made, exceeds 15% of the sum of (1) the product of the
Current Market Price (determined as provided in Section 16.6(g)) of the Class A
Common Stock on the Record Date with respect to such distribution multiplied by
the number of shares of Class A Common Stock outstanding on such date and (2)
the product of the Current Market Price (determined as provided in Section
16.6(g)) of the Class B Common Stock on the Record Date with respect to such
distribution multiplied by the number of shares of Class B Common Stock
outstanding on such date, then, and in each such case, immediately after the
close of business on such date, the Conversion Price shall be reduced so that
the same shall equal the price determined by multiplying the Conversion Price in
effect immediately prior to the close of business on such Record Date by a
fraction (i) the numerator of which shall be equal to the sum of the Current
Market Price (determined as provided in Section 16.6(g)) of the Class A Common
Stock on the Record Date less an amount equal to the quotient of (x) the excess
of such combined amount over such 15% allocable to the shares of Class A Common
Stock (as determined by the Board of Directors, whose determination shall be
conclusive and set forth in a resolution of the Board of Directors) and (y) the
number of shares of Class A Common Stock outstanding on the Record Date and (ii)
the denominator of which shall be equal to the Current Market Price of the Class
A Common Stock on the Record Date; provided, however, that if the portion of the
cash so distributed applicable to one share of Class A Common Stock is equal to
or greater than the Current Market Price of the Class A Common Stock on the
Record Date, in lieu of the foregoing adjustment, adequate provision shall be
made so that each holder of Notes shall have the right to receive upon
conversion of a Note (or any portion thereof) the amount of cash such holder
would have received had such holder converted such Note (or portion thereof)
immediately prior to such Record Date. If such dividend or distribution is not
so paid or made, the Conversion Price shall again be adjusted to be the
Conversion Price which would then be in effect if such dividend or distribution
had not been declared. Any cash distribution to all holders of Class A Common
Stock as to which the Company makes the election permitted by Section 16.6(m)
and as to which the Company has complied with the requirements of such Section
shall be treated as not having been made for all purposes of this Section
16.6(e).

         (f) If a tender or exchange offer made by the Company or any of its
subsidiaries for all or any portion of Class A Common Stock and/or Class B
Common Stock expires and such tender or exchange offer (as amended upon the
expiration thereof) requires the payment to shareholders (based on the
acceptance (up to any maximum specified in the terms of the tender or exchange
offer) of Purchased Shares (as defined below)) of an aggregate consideration
having a fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a resolution of the Board of
Directors) that, combined together with (1) the aggregate of the cash plus the
fair market value (as determined by the Board of Directors, whose determination
shall be conclusive and described in a resolution of the Board of Directors), as
of the expiration of such tender or exchange offer, of consideration payable in
respect of any other tender offers, by the Company or any of its subsidiaries
for all or any portion of the Common Stock, expiring within the 12 months
preceding the expiration of such tender offer and in respect of which no
adjustment pursuant to this Section 16.6(f) has been made and (2) the

                                       12
<PAGE>
aggregate amount of any such all-cash distributions to all holders of Class A
Common Stock and/or Class B Common Stock within 12 months preceding the
expiration of such tender offer and in respect of which no adjustment pursuant
to Section 16.6(e) has been made (excluding (i) a dividend of $1 billion
declared in February 2002, payable to Citigroup in December 2002 in the form of
a non-interest bearing note, (ii) a dividend of $3.7 billion declared in
February 2002, payable to Citigroup in the form of a note, $150 million of which
is payable in May 2004 and $3.55 billion of which is payable in February 2017
and (iii) a dividend of $395 million declared in March 2002, payable to
Citigroup in March 2007 in the form of a note), exceeds 15% of the sum of (1)
the product of the Current Market Price (determined as provided in Section
16.6(g)) of the Class A Common Stock as of the last time (the "Expiration Time")
tenders could have been made pursuant to such tender offer (as it may be
amended) multiplied by the number of shares of Class A Common Stock outstanding
(including any tendered shares) as of the Expiration Time and (2) the product of
the Current Market Price (determined as provided in Section 16.6(g)) of the
Class B Common Stock as of the Expiration Time multiplied by the number of
shares of Class B Common Stock outstanding (including any tendered shares) as of
the Expiration Time, then, and in each such case, immediately prior to the
opening of business on the day after the date of the Expiration Time, the
Conversion Price shall be adjusted so that the same shall equal the price
determined by multiplying the Conversion Price in effect immediately prior to
close of business on the date of the Expiration Time by a fraction of which the
numerator shall be the number of shares of Class A Common Stock outstanding
(including any tendered shares) as of the Expiration Time multiplied by the
Current Market Price of the Class A Common Stock on the trading day next
succeeding the Expiration Time and the denominator shall be the sum of (x) the
fair market value (determined as aforesaid) of the aggregate consideration
payable to holders of Class A Common Stock based on the acceptance (up to any
maximum specified in the terms of the tender offer) of all shares of Class A
Common Stock validly tendered and not withdrawn as of the Expiration Time (the
shares deemed so accepted, up to any such maximum, being referred to as the
"Purchased Shares") and (y) the product of the number of shares of Class A
Common Stock outstanding (less any Purchased Shares) on the Expiration Time and
the Current Market Price of the Class A Common Stock on the trading day next
succeeding the Expiration Time, such reduction (if any) to become effective
immediately prior to the opening of business on the day following the Expiration
Time. If the Company is obligated to purchase shares pursuant to any such tender
or exchange offer, but the Company is permanently prevented by applicable law
from effecting any such purchases or all such purchases are rescinded, the
Conversion Price shall again be adjusted to be the Conversion Price which would
then be in effect if such tender or exchange offer had not been made. If the
application of this Section 16.6(f) to any tender or exchange offer would result
in an increase in the Conversion Price, no adjustment shall be made for such
tender or exchange offer under this Section 16.6(f).

         (g) For purposes of this Section 16.6, the following terms shall have
the meaning indicated:

                           (1) "Class B Common Stock" means any Common Stock of
the Company of the class not designated as Class A Common Stock as of the date
of this Indenture.

                           (2) "closing price" with respect to any securities on
any day means the closing price on such day or, if no such sale takes place on
such day, the average of the

                                       13
<PAGE>
reported high and low prices on such day, in each case on the Nasdaq National
Market or the New York Stock Exchange, as applicable, or, if such security is
not listed or admitted to trading on such national market or exchange, on the
principal national securities exchange or quotation system on which such
security is quoted or listed or admitted to trading, or, if not quoted or listed
or admitted to trading on any national securities exchange or quotation system,
the average of the high and low prices of such security on the over-the-counter
market on the day in question as reported by the National Quotation Bureau
Incorporated, or a similar generally accepted reporting service, or, if not so
available, in such manner as furnished by any New York Stock Exchange member
firm selected from time to time by the Board of Directors for that purpose, or a
price determined in good faith by the Board of Directors, whose determination
shall be conclusive and described in a resolution of the Board of Directors.

                           (3) "conversion date" means any day on which a Holder
surrenders such Holder's Notes to the Conversion Agent for conversion pursuant
to the procedures in this Section 16.6.

                           (4) "Current Market Price" means the average of the
daily closing prices per share of Class A Common Stock or Class B Common Stock,
as the case may be, for the five consecutive trading days immediately prior to
the date in question; provided, however, that if the "ex" date (as hereinafter
defined) for any event (other than the issuance or distribution requiring such
computation) that requires an adjustment to the Conversion Price pursuant to
Sections 16.6(a), (b), (c), (d), (e) or (f) (or, in the case of the Class B
Common Stock, would require an adjustment to the Conversion Price of the Notes
if the Notes were convertible into shares of Class B Common Stock) occurs during
such five consecutive trading days, the closing price for each trading day prior
to the "ex" date for such other event shall be adjusted by multiplying such
closing price by the same fraction by which the Conversion Price is (or, in the
case of the Class B Common Stock, would be) so required to be adjusted as a
result of such other event. For purposes of any computation under Section
16.6(f), the Current Market Price on any date shall be deemed to be the average
of the daily closing prices per share of Class A Common Stock or Class B Common
Stock, as the case may be, for such day and the next two succeeding trading
days; provided, however, that if the "ex" date for any event (other than the
tender or exchange offer requiring such computation) that requires (or, in the
case of the Class B Common Stock, that would require) an adjustment to the
Conversion Price pursuant to Section 16.6(a), (b), (c), (d), (e) or (f) occurs
on or after the Expiration Time for the tender or exchange offer requiring such
computation and prior to the day in question, the closing price for each trading
day on and after the "ex" date for such other event shall be adjusted by
multiplying such Closing Price by the reciprocal of the fraction by which the
Conversion Price is (or, in the case of the Class B Common Stock, would be) so
required to be adjusted as a result of such other event. For purposes of this
paragraph, the term "ex" date, (1) when used with respect to any issuance or
distribution, means the first date on which the Class A Common Stock or the
Class B Common Stock, as the case may be, trades regular way on the relevant
exchange or in the relevant market from which the closing price was obtained
without the right to receive such issuance or distribution, (2) when used with
respect to any subdivision or combination of shares of Class A Common Stock or
Class B Common Stock, as the case may be, means the first date on which the
Class A Common Stock or Class B Common Stock trades regular way on such exchange
or in such market after the time at which such subdivision or combination
becomes effective, and (3)

                                       14
<PAGE>
when used with respect to any tender or exchange offer means the first date on
which the Class A Common Stock or the Class B Common Stock, as the case may be,
trades regular way on such exchange or in such market after the Expiration Time
of such offer. Notwithstanding the foregoing, whenever successive adjustments to
the Conversion Price are (or, in the case of the Class B Common Stock, would be)
called for pursuant to this Section 16.6, such adjustments shall be made to the
Current Market Price as may be necessary or appropriate to effectuate the intent
of this Section 16.6 and to avoid unjust or inequitable results as determined in
good faith by the Board of Directors. Notwithstanding the foregoing, prior to
the Distribution, the Current Market Price of the Class B Common Stock at any
time shall be deemed to be equal to the Current Market Price of the Class A
Common Stock at such time.

                           (5) "fair market value" shall mean the amount which a
willing buyer would pay a willing seller in an arm's length transaction.

                           (6) "Record Date" shall mean, with respect to any
dividend, distribution or other transaction or event in which the holders of
Class A Common Stock or Class B Common Stock, as the case may be, have the right
to receive any cash, securities or other property or in which the Class A Common
Stock or Class B Common Stock (or other applicable security) is exchanged for or
converted into any combination of cash, securities or other property, the date
fixed for determination of shareholders entitled to receive such cash,
securities or other property (whether such date is fixed by the Board of
Directors or by statute, contract or otherwise).

                           (7) "trading day" shall mean (x) if the applicable
security is listed or admitted for trading on the New York Stock Exchange or
another national securities exchange, a day on which the New York Stock Exchange
or such other national securities exchange is open for business or (y) if the
applicable security is quoted on the Nasdaq National Market, a day on which
trades may be made thereon or (z) if the applicable security is not so listed,
admitted for trading or quoted, any day other than a Saturday or 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.

         (h) The Company may make such reductions in the Conversion Price, in
addition to those required by Sections 16.6(a), (b), (c), (d), (e) and (f), as
the Board of Directors considers to be advisable to avoid or diminish any income
tax to holders of Class A Common Stock or rights to purchase Class A Common
Stock resulting from any dividend or distribution of shares (or rights to
acquire shares) or from any event treated as such for income tax purposes or for
any other reason.

         The Company from time to time may, to the extent permitted by law,
reduce the Conversion Price by any amount for any period of at least 20 days, if
the Board of Directors has made a determination that such reduction would be in
the Company's best interests, which determination shall be conclusive and
described in a resolution of the Board of Directors. The reduction in Conversion
Price shall be irrevocable during this period. Whenever the Conversion Price is
reduced pursuant to the preceding sentence, the Company shall mail to the
holders of Notes at his or her last address appearing on the Register of holders
maintained for that purpose a notice of the reduction at least 14 days prior to
the date the reduced Conversion Price takes

                                       15
<PAGE>
effect, and such notice shall state the reduced Conversion Price and the period
during which it will be in effect.

         (i) No adjustment in the Conversion Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in such price;
provided, however, that any adjustments which by reason of this Section 16.6(i)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Article XVI shall be made
by the Company and shall be made to the nearest cent or to the nearest one
hundredth of a share, as the case may be.

         No adjustment need be made for a change in the par value or no par
value of the Class A Common Stock.

         (j) Whenever the Conversion Price is adjusted as herein provided, the
Company shall promptly file with the Trustee and any Conversion Agent other than
the Trustee an Officers' Certificate setting forth the Conversion Price after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Promptly after delivery of such certificate, the Company shall
prepare a notice of such adjustment of the Conversion Price setting forth the
adjusted Conversion Price and the date on which each adjustment becomes
effective and shall mail such notice of such adjustment of the Conversion Price
to each holder of Notes at his or her last address appearing on the Security
Register of holders maintained for that purpose within 20 days after the
effective date of such adjustment. Failure to deliver such notice shall not
affect the legality or validity of any such adjustment.

         (k) In any case in which this Section 16.6 provides that an adjustment
shall become effective immediately after a Record Date for an event, the Company
may defer until the occurrence of such event issuing to the holder of any Note
converted after such Record Date and before the occurrence of such event the
additional shares of Class A Common Stock issuable upon such conversion by
reason of the adjustment required by such event over and above the Class A
Common Stock issuable upon such conversion before giving effect to such
adjustment.

         (l) For purposes of this Section 16.6, the number of shares of Common
Stock at any time outstanding shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of shares of Common Stock.

         (m) No adjustment of the Conversion Price will be required to be made
for the issuance of any shares of Class A Common Stock pursuant to any present
or future plan providing for the reinvestment of dividends or interest payable
on the securities of the Company and the investment of additional optional
amounts in shares of Class A Common Stock under any such plan, and the issuance
of any shares of Class A Common Stock or options or rights to purchase such
shares pursuant to any employee benefit plan or program of the Company, pursuant
to any option, warrant or exercisable, exchangeable or convertible security
outstanding as of the date hereof.

         (n) If the Company issues rights under its shareholder rights plan,
there shall be no adjustment to the Conversion Price as a result of (i) the
issuance of the rights; (ii) the distribution

                                       16
<PAGE>
of separate certificates representing the rights; (iii) the exercise or
redemption of the rights in accordance with any rights agreement; or (iv) the
termination or invalidation of the rights.

         (o) In lieu of making any adjustment to the Conversion Price pursuant
to Section 16.6(e), the Company may elect to reserve an amount of cash for
distribution to the holders of Notes upon the conversion of the Notes so that
any such holder converting Notes will receive upon such conversion, in addition
to the shares of Class A Common Stock and other items to which such holder is
entitled, the full amount of cash which such holder would have received if such
holder had, immediately prior to the Record Date for such distribution of cash,
converted its Notes into Class A Common Stock, together with any interest
accrued with respect to such amount, in accordance with this Section 16.6(m).
The Company may make such election by providing an Officers' Certificate to the
Trustee to such effect on or prior to the payment date for any such distribution
and depositing with the Trustee on or prior to such date an amount of cash equal
to the aggregate amount that the holders of Notes would have received if such
holders had, immediately prior to the Record Date for such distribution,
converted all of the Notes into Class A Common Stock. Any such funds so
deposited by the Company with the Trustee shall be invested by the Trustee in
U.S. Government Obligations with a maturity not more than three (3) months from
the date of issuance. Upon conversion of Notes by a holder thereof, such holder
shall be entitled to receive, in addition to the Class A Common Stock issuable
upon conversion, an amount of cash equal to the amount such holder would have
received if such holder had, immediately prior to the Record Date for such
distribution, converted its Note into Class A Common Stock, along with such
holder's pro-rata share of any accrued interest earned as a consequence of the
investment of such funds. Promptly after making an election pursuant to this
Section 16.6(m), the Company shall give or shall cause to be given notice to all
holders of Notes of such election, which notice shall state the amount of cash
per $25 principal amount of Notes such holders shall be entitled to receive
(excluding interest) upon conversion of the Notes as a consequence of the
Company having made such election.

SECTION 16.7      Effect of Reclassification, Consolidation, Merger or Sale.

         If any of the following events occur: (i) any reclassification or
change of the outstanding shares of Class A Common Stock (other than a change in
par value, or from par value to no par value, or from no par value to par value,
or as a result of a subdivision or combination), (ii) any consolidation, merger,
share exchange or combination of the Company with another corporation as a
result of which holders of Class A Common Stock shall be entitled to receive
stock, securities or other property or assets (including cash) with respect to
or in exchange for such Class A Common Stock, or (iii) any sale or conveyance of
the properties and assets of the Company as an entirety or substantially as an
entirety to any other corporation as a result of which holders of Class A Common
Stock shall be entitled to receive stock, securities or other property or assets
(including cash) with respect to or in exchange for such Class A Common Stock
(each of the events described in (i), (ii) and (iii) being a "Fundamental
Event"), then the Company or the successor or purchasing corporation, as the
case may be, shall execute with the Trustee a supplemental indenture (which
shall comply with the Trust Indenture Act as in force at the date of execution
of such supplemental indenture if such supplemental indenture is then required
to so comply) providing that the Notes shall be convertible into the kind and
amount of shares of stock and other securities or property or assets (including
cash) receivable upon such reclassification, change, consolidation, merger,
share exchange, combination, sale or conveyance

                                       17
<PAGE>
by a holder of a number of shares of Class A Common Stock issuable upon
conversion of the Notes (assuming, for such purposes, a sufficient number of
authorized shares of Class A Common Stock available to convert all such Notes)
immediately prior to such reclassification, change, consolidation, merger, share
exchange, combination, sale or conveyance assuming such holder of Class A Common
Stock did not exercise his or her rights of election, if any, as to the kind or
amount of securities, cash or other property receivable upon such consolidation,
merger, share exchange, sale or conveyance (provided that, if the kind or amount
of securities, cash or other property receivable upon such consolidation,
merger, share exchange, sale or conveyance is not the same for each share of
Class A Common Stock in respect of which such rights of election have not been
exercised ("non-electing share"), then, for the purposes of this Section 16.7,
the kind and amount of securities, cash or other property receivable upon such
consolidation, merger, share exchange, sale or conveyance for each non-electing
share shall be deemed to be the kind and amount so receivable per share by a
plurality of the non-electing shares). Such supplemental indenture shall provide
for adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article XVI. If, in the case of any such
reclassification, change, consolidation, merger, share exchange, combination,
sale or conveyance, the stock or other securities and assets receivable
thereupon by a holder of shares of Class A Common Stock includes shares of stock
or other securities and assets of a corporation other than the successor or
purchasing corporation, as the case may be, in such reclassification, change,
consolidation, merger, share exchange, combination, sale or conveyance, then
such supplemental indenture shall also be executed by such other corporation and
shall contain such additional provisions to protect the interests of the holders
of the Notes as the Board of Directors shall reasonably consider necessary by
reason of the foregoing.

         The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each holder of Notes at his or her address appearing
on the Security Register of holders for that purpose within 20 days after
execution thereof. Failure to deliver such notice shall not affect the legality
or validity of such supplemental indenture.

         The above provisions of this Section 16.7 shall similarly apply to
successive reclassifications, changes, consolidations, mergers, share exchanges,
combinations, sales and conveyances.

         If this Section 16.7 applies to any event or occurrence, Section 16.6
shall not apply.

SECTION 16.8               Taxes on Shares Issued.

         The issue of share certificates on conversions of Notes shall be made
without charge to the converting holder for any tax in respect of the issue
thereof. The Company shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the issue and delivery of shares
of Class A Common Stock in any name other than that of the Holder of any Note
converted, and the Company shall not be required to issue or deliver any such
stock certificate unless and until the person or persons requesting the issue
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.


                                       18
<PAGE>
SECTION 16.9      Reservation of Shares; Shares to Be Fully Paid; Listing of
                  Class A Common Stock.

         The Company shall provide, free from preemptive rights, out of its
authorized but unissued shares, sufficient shares to provide for the conversion
of the Notes from time to time into shares of Class A Common Stock as such Notes
are presented for conversion.

         Before taking any action which would cause an adjustment reducing the
Conversion Price below the then par value, if any, of the shares of Class A
Common Stock issuable upon conversion of the Notes, the Company shall take all
corporate action which may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue shares of such Class A Common
Stock at such adjusted Conversion Price.

         The Company covenants that all shares of Class A Common Stock issued
upon conversion of Notes will be fully paid and nonassessable by the Company and
free from all taxes, liens and charges with respect to the issue thereof.

         The Company further covenants that as long as the Class A Common Stock
is traded on the New York Stock Exchange, or its successor, the Company shall
cause all shares of Class A Common Stock issuable upon conversion of the Notes
to be eligible for such listing in accordance with, and at the times required
under, the requirements of such exchange.

SECTION 16.10              Responsibility of Trustee.

         The Trustee shall not at any time be under any duty of responsibility
to any holders of Notes to determine whether any facts exist which may require
any adjustment of the Conversion Price, or with respect to the nature or extent
or calculation of any such adjustment when made, or with respect to the method
employed, or herein or in any supplemental indenture provided to be employed, in
making the same. The Trustee shall not be accountable with respect to the
validity or value (or the kind or amount) of any shares of Class A Common Stock,
or of any securities or property, which may at any time be issued or delivered
upon the conversion of any Note; and the Trustee makes no representations with
respect thereto. Subject to the provisions of Section 6.1, the Trustee shall not
be responsible for any failure of the Company to issue, transfer or deliver any
shares of Class A Common Stock or stock certificates or other securities or
property or cash upon the surrender of any Note for the purpose of conversion or
to comply with any of the duties, responsibilities or covenants of the Company
contained in this Article XVI. Without limiting the generality of the foregoing,
the Trustee shall not have any responsibility to determine the correctness of
any provisions contained in any supplemental indenture entered into pursuant to
Section 16.7 relating either to the kind or amount of shares of stock or
securities or property (including cash) receivable by holders of Notes upon the
conversion of their Notes after any event referred to in such Section 16.7 or to
any adjustment to be made with respect thereto, but, subject to the provisions
of Section 6.1, may accept as conclusive evidence of the correctness of any such
provisions, and shall be protected in relying upon, the Officers' Certificate
and Opinion of Counsel (which the Company shall be obligated to file with the
Trustee prior to the execution of any such supplemental indenture) with respect
thereto.


                                       19
<PAGE>
SECTION 16.11              Notice to Holders Prior to Certain Actions.

         If:

         (a) the Company declares a dividend (or any other distribution) on its
Class A Common Stock (other than in cash out of retained earnings or other than
a dividend that results in an adjustment in the Conversion Price pursuant to
Section 16.6 as to which the Company has made an election in accordance with
Section 16.6(m)); or

         (b) the Company authorizes the granting to the holders of its shares of
Class A Common Stock of rights or warrants entitling such holders to subscribe
for or purchase shares of Class A Common Stock or any other rights or warrants
(other than rights or warrants referred to in the fifth paragraph of Section
16.6(d)); or

         (c) there is any reclassification of the Class A Common Stock (other
than a subdivision or combination of outstanding Class A Common Stock, or a
change in par value, or from par value to no par value, or from no par value to
par value), or of any consolidation, merger or share exchange to which the
Company is a party and for which approval of any shareholders of the Company is
required, or of the sale or transfer of all or substantially all of the assets
of the Company; or

         (d) there is any voluntary or involuntary dissolution, liquidation or
winding-up of the Company;

then the Company shall cause to be filed with the Trustee and to be mailed to
each holder of Notes at his or her address appearing on the Security Register
maintained for that purpose as promptly as possible but in any event at least 14
days prior to the applicable date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend,
distribution, rights or warrants, or, if a record is not to be taken, the date
as of which the holders of Class A Common Stock of record to be entitled to such
dividend, distribution, rights or warrants are to be determined, or (y) the date
on which such reclassification, consolidation, merger, share exchange, sale,
transfer, dissolution, liquidation or winding-up is expected to become effective
or occur, and the date as of which it is expected that holders of Class A Common
Stock of record shall be entitled to exchange their Class A Common Stock for
securities or other property deliverable upon such reclassification,
consolidation, merger, share exchange, sale, transfer, dissolution, liquidation
or winding-up. Failure to give such notice, or any defect therein, shall not
affect the legality or validity of such dividend, distribution,
reclassification, consolidation, merger, share exchange, sale, transfer,
dissolution, liquidation or winding-up.

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


                  SECTION 2. This Supplemental Indenture and each Note shall be
deemed to be a contract made under the laws of the State of New York and this
Supplemental Indenture and each Note shall be governed by and construed in
accordance with the laws of the State of New York.


                                       20
<PAGE>
                  SECTION 3. All capitalized terms used in this Supplemental
Indenture and not otherwise defined herein that are defined in the Basic
Indenture shall have the meanings set forth therein.

                  SECTION 4. This Supplemental Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

                  SECTION 5. The recitals contained herein and in the Note,
except the certificate of authentication of the Trustee thereon, shall be taken
as statements of the Company, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of the Basic Indenture, this Supplemental Indenture or the Notes and
shall not be accountable for the use or application by the Company of the Notes
or the proceeds thereof.


                                       21
<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the day and year first above
written.

                                        TRAVELERS PROPERTY CASUALTY CORP.


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

                                        THE BANK OF NEW YORK

                                        By:    /s/ Geovanni Barris
                                               Name: Geovanni Barris
                                               Title:   Vice President


                                       22
<PAGE>
                                                                       EXHIBIT A

                             (Form of Face of Note)

                  This Note is a Global Note within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. This Note is exchangeable for Notes registered in the
name of a person other than the Depositary or its nominee only in the limited
circumstances described in the Indenture, and no transfer of this Note (other
than a transfer of this Note as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary) may be registered except in limited circumstances.

                  Unless this Note is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
Note issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.

No. _________                                                CUSIP No. 89420G307
                                                             ISIN:___________

                        TRAVELERS PROPERTY CASUALTY CORP.

                   4.5% CONVERTIBLE JUNIOR SUBORDINATED NOTES
                                    DUE 2032

                  TRAVELERS PROPERTY CASUALTY CORP., a Connecticut corporation
(the "Company," which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co., or its registered assigns, the principal sum of $            on
April 15, 2032, and to pay interest on said principal sum from March 27, 2002,
or from the most recent interest payment date (each such date, an "Interest
Payment Date") to which interest has been paid or duly provided for, subject to
the Company's right to defer payments of interest, quarterly in arrears on
January 15, April 15, July 15 and October 15 of each year commencing July 15,
2002, at a rate of 4.5% per annum, until the principal hereof shall have become
due and payable, and on any overdue principal and premium, if any, and (without
duplication and to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the same rate per
annum compounded quarterly. The amount of interest payable on any Interest
Payment Date shall be computed on the basis of a 360-day year of twelve 30-day
months. In the event that any date on which interest is payable on this Note is
not a Business Day, then payment of interest payable on such date will be made
on the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date. The interest installment so payable, and punctually
paid or duly provided for, on any Interest Payment Date

                                      A-1
<PAGE>
will, as provided in the Indenture, be paid to the Person in whose name this
Note (or one or more Predecessor Securities, as defined in said Indenture) is
registered at the close of business on the regular record date for such interest
installment, which shall be the close of business on January 1, April 1, July 1
or October 1 immediately preceding such Interest Payment Date. Any such interest
installment not punctually paid or duly provided for shall forthwith cease to be
payable to the registered Holders on such regular record date and may be paid to
the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a special record date to be fixed by the
Trustee for the payment of such defaulted interest, notice whereof shall be
given to the registered Holders of this series of Notes not less than 10 days
prior to such special record date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture. Payments on this
Global Note will be made to The Depository Trust Company, or to a successor
Depositary. If pursuant to the Indenture the Notes are no longer represented by
a Global Note, the Company shall have the right to select record dates, which
shall be more than 14 days but less than 60 days prior to such Interest Payment
Date and the principal of (and premium, if any) and the interest on this Note
shall be payable, the transfer of the Notes will be registrable and the Notes
will be exchangeable at the office or agency of the Trustee maintained for that
purpose in any coin or currency of the United States of America that at the time
of payment is legal tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the registered Holder at such address as shall appear in the
Note Register.

                  The indebtedness evidenced by this Note is, to the extent
provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full of all Senior Indebtedness of the Company, and this Note
is issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Note, by accepting the same, (a) agrees to and shall be bound by,
such provisions, (b) authorizes and directs the Trustee on his or her behalf to
take such action as may be necessary or appropriate to acknowledge or effectuate
the subordination so provided and (c) appoints the Trustee his or her
attorney-in-fact for any and all such purposes. Each Holder hereof, by his or
her acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of
Senior Indebtedness of the Company, whether now outstanding or hereafter
incurred, and waives reliance by each such holder upon said provisions.

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

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


                                      A-2
<PAGE>
                            (Form of Reverse of Note)

                  This Note is one of a duly authorized series of securities of
the Company (herein sometimes referred to as the "Notes"), specified in the
Indenture, all issued or to be issued in one or more series under and pursuant
to an Indenture, dated as of March 27, 2002 (the "Indenture"), duly executed and
delivered between the Company and The Bank of New York, as Trustee (the
"Trustee"), as supplemented by the First Supplemental Indenture, dated as of
March 27, 2002, between the Company and the Trustee, to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Notes. By the
terms of the Indenture, the Notes are issuable as provided in the Indenture. The
Notes are limited in aggregate principal amount to $892,500,000.

                  The Company will have the right to redeem the Notes, in whole
or in part, from time to time, on or after April 18, 2007, upon not less than 30
nor more than 60 days' notice. The redemption price for each $25 in principal
amount of notes will be as set forth below (which shall be paid together with
any accrued and unpaid interest to, but excluding, the redemption date):

<TABLE>
<CAPTION>
           YEAR                           REDEMPTION PRICE
           ----                           ----------------
<S>                                       <C>
           2007 .............................$  25.5625
           2008..............................   25.4500
           2009..............................   25.3375
           2010..............................   25.2250
           2011..............................   25.1125
           2012 and thereafter...............   25.0000
</TABLE>

                  If fewer than all of the Notes are to be redeemed, the Trustee
will select the Notes to be redeemed by lot, or in its discretion, on a pro rata
basis or by another method the Trustee considers fair and appropriate. If any
Note is to be redeemed in part only, a new Note in principal amount equal to the
unredeemed principal portion will be issued. If a portion of the Notes is
selected for partial redemption and a Holder converts a portion of such Holder's
Notes, the converted portion will be deemed to be of the portion selected for
redemption.

                  The Company is not required to make mandatory redemption or
sinking fund payments with respect to the Notes.

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

                  The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Notes of each series affected at the time
outstanding, as defined in the Indenture, to execute

                                      A-3
<PAGE>
supplemental indentures for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders
of the Notes; provided, however, that no such supplemental indenture shall,
without the consent of Holders of each Security then outstanding and affected
thereby: change the fixed maturity of the Notes or reduce the principal amount
thereof; reduce the rate or change the time of payment of interest thereon;
reduce any premium payable upon the redemption thereof or change the time at
which such security may or must be redeemed or repurchased; change the money in
which such Note is payable; make any change in the provisions of the Indenture
relating to waivers of past defaults or the rights of Holders to receive
payments of principal of, premium, if any, interest or liquidated damages, if
any, on any of the Notes; make any change in the ability of the Holders to
enforce their rights under the Indenture; reduce the aforesaid percentage of
Notes, the Holders of which are required to consent to any such supplemental
indenture; or, except as permitted by the Indenture, increase any conversion
price or modify the provisions of the Indenture relating to the conversion of
the Notes in a manner adverse to Holders thereof. The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount of
the Notes of any series at the time outstanding affected thereby, on behalf of
all of the Holders of the Notes of such series, to waive any past default in the
performance of any of the covenants contained in the Indenture, or established
pursuant to the Indenture with respect to such series, and its consequences,
except a default in the payment of the principal of or premium, if any, interest
or liquidated damages, if any, on any of the Notes. Any such consent or waiver
by the registered Holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders and owners of this Note and of any Note issued in exchange herefor or in
place hereof (whether by registration of transfer or otherwise), irrespective of
whether or not any notation of such consent or waiver is made upon this Note.

                  Without the consent of the Holder of each Note so affected, no
supplemental indenture or other amendment or waiver shall, except as permitted
by the Indenture, increase the conversion price or modify the provisions of the
Indenture relating to conversion of the Notes in a manner adverse to the Holders
thereof.

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

                  The Company shall have the right at any time during the term
of the Notes and from time to time to extend the interest payment period of such
Notes for up to 20 consecutive interest periods (an "Extended Interest Payment
Period"), at the end of which period the Company shall pay all interest then
accrued and unpaid (together with interest on such deferred interest payments at
the rate specified for the Notes to the extent that payment of such interest is
enforceable under applicable law); provided, that no such Extended Interest
Payment Period shall extend beyond the maturity of the Notes; and provided
further that during any such Extended Interest Payment Period (a) the Company
shall not declare or pay any dividend on, make any distributions with respect
to, or redeem, purchase, acquire or make a liquidation payment with respect to,
any of its capital stock or make any guarantee payment with respect thereto
(other than (i) repurchases, redemptions or other acquisitions of shares of
capital stock of

                                      A-4
<PAGE>
the Company in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of employees, officers, directors or
consultants, (ii) as a result of an exchange or conversion of any class or
series of the Company's capital stock for any other class or series of the
Company's capital stock, or (iii) the purchase of fractional interests in shares
of the Company's capital stock pursuant to the conversion or exchange provisions
of such capital stock or the security being converted or exchanged), and (b) the
Company shall not make any payment of interest on or principal of (or premium,
if any, on), or repay, repurchase or redeem, any debt securities issued by the
Company which rank pari passu with or junior to the Notes. The foregoing,
however, will not apply to any stock dividends paid by the Company where the
dividend stock is the same stock as that on which the dividend is being paid.
Before the termination of any such Extended Interest Payment Period, the Company
may further extend such Extended Interest Payment Period, provided that such
Extended Interest Payment Period together with all such further extensions
thereof shall not exceed 20 consecutive interest periods. At the termination of
any such Extended Interest Payment Period and upon the payment of all accrued
and unpaid interest and any additional amounts then due, the Company may
commence a new Extended Interest Payment Period.

                  Subject to and upon compliance with the provisions of the
Indenture, and subject to the Company's right to elect a Cash Settlement (as
defined below), unless the Company has redeemed or repurchased the Notes, the
registered holder of this Note has the right at any time after March 27, 2003
and prior to 5:00 p.m., New York City time, on April 15, 2032 (or in case this
Note or any portion hereof is called for redemption prior to such date, before
the close of business on the last Business Day immediately preceding the
Redemption Date), if at that time the conditions for conversion contained in the
Indenture have been satisfied, to convert the principal amount hereof, or any
portion of such principal amount which is $25 or an integral multiple thereof,
at an initial conversion rate of shares of class A common stock of the Company
("Class A Common Stock") for each $25 principal amount of Notes (equivalent to
an initial conversion price of $ per share of Class A Common Stock, as adjusted
from time to time as provided in the Indenture (the "Conversion Price"), upon
surrender of this Note to the Company at the office or agency maintained for
such purpose (and at such other offices or agencies designated for such purpose
by the Company), accompanied by written notice of conversion duly executed (and
if the shares of Class A Common Stock to be issued on conversion are to be
issued in any name other than that of the registered holder of this Note by
instruments of transfer, in form satisfactory to the Company, duly executed by
the registered holder or its duly authorized attorney) and, in case such
surrender shall be made during the period from the close of business on the
Regular Record Date immediately preceding any Interest Payment Date through the
close of business on the last trading day immediately preceding such Interest
Payment Date (unless this Note or the portion thereof being converted has been
called for redemption on a date in such period), also accompanied by payment, in
funds acceptable to the Company, of an amount equal to the interest otherwise
payable on such Interest Payment Date on the principal amount of this Note then
being converted. Subject to the aforesaid requirement for a payment in the event
of conversion after the close of business on a Regular Record Date immediately
preceding an Interest Payment Date, no adjustment shall be made on conversion
for interest accrued hereon or for dividends on Class A Common Stock delivered
on conversion. Holders may convert this Note during the period specified above
only under any one of the following circumstances, as more fully described in
the Indenture: (i) upon satisfaction of the Class A Common Stock closing price
condition, (ii) if the Note is called for

                                      A-5
<PAGE>
redemption, (iii) upon the occurrence of certain corporate transactions
specified in the Indenture, (iv) upon the occurrence of certain credit ratings
events specified in the Indenture and (v) upon the occurrence of certain
consolidations, mergers, share exchanges or combinations of the Company as
specified in the Indenture. In the event that the Conversion Price is adjusted
as provided in the Indenture, the applicable conversion rate will be adjusted
accordingly.

                  The Company shall not issue fractional shares or scrip
representing fractions of shares of Class A Common Stock upon any such
conversion, but shall make an adjustment therefor in cash based upon the current
market price, (as defined in the Indenture) of the Class A Common Stock on the
last trading day prior to the date of conversion.

                  From March 27, 2003, and until the next Business Day following
the date of the distribution by Citigroup Inc. of shares of Common Stock to
holders of Citigroup Inc. common stock in a transaction qualifying under Section
355 of the Internal Revenue Code of 1986, as amended (the "Distribution")
(provided that such Distribution has not occurred by March 27, 2003), the
Company may elect to make a cash settlement (the "Cash Settlement") in respect
of any Notes surrendered for conversion by delivering notice to the Conversion
Agent not more than five trading days after the Notes are surrendered for
conversion. If the Distribution does not occur, the Company's option to elect a
Cash Settlement will continue.

                  The amount of cash that a Holder of Notes will receive in the
case of a Cash Settlement with respect to any Notes surrendered for conversion
will be equal to the value of the underlying shares of the Class A Common Stock
as calculated by determining the product of (i) the then applicable conversion
rate (which is equal to, for each $25 principal amount of Notes surrendered for
conversion, $25 divided by the then prevailing Conversion Price) and (ii) the
average of the closing price, as defined in the Indenture, of the Class A Common
Stock on the five trading days beginning two trading days after the Company's
delivery of the notice to the Conversion Agent. The Company will pay the Cash
Settlement as promptly as practicable after the completion of the five trading
day period.

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

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


                                      A-6
<PAGE>
the Trustee nor any paying agent nor any Note Registrar shall be affected by any
notice to the contrary.

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

                  This Global Note is exchangeable for Notes in definitive form
only under certain limited circumstances set forth in the Indenture. Notes of
this series so issued are issuable only in registered form without coupons in
denominations of $25 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations herein and therein set forth, Notes
of this series so issued are exchangeable for a like aggregate principal amount
of Notes of this series of a different authorized denomination, as requested by
the Holder surrendering the same.

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


                                      A-7
<PAGE>
                            FORM OF CONVERSION NOTICE

To:  TRAVELERS PROPERTY CASUALTY CORP.

         The undersigned beneficial owner of the Note hereby irrevocably
exercises the option to convert this Note, or portion hereof (which is $25 or an
integral multiple thereof) below designated, into shares of Class A Common Stock
of Travelers Property Casualty Corp. in accordance with the terms of the
Indenture referred to in this Note, and directs that the shares issuable and
deliverable upon the conversion, together with any check in payment for
fractional shares and Notes representing any unconverted principal amount
hereof, be issued and delivered to the beneficial owner hereof unless a
different name has been indicated below. If shares or any portion of this Note
not converted are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto. Any amount required to be paid by the undersigned on account of
interest, liquidated damages, if any, and taxes accompanies this Note.

<TABLE>
<S>                                                             <C>
Dated:
                                                                -----------------------------------
Fill in for registration of shares if to be delivered, and      -----------------------------------
Notes if to be issued, other than to and in the name of the     -----------------------------------
beneficial owner                                                -----------------------------------
                                                                Signature(s)
(Please Print):
                                                                -----------------------------------
                                                                Principal amount to be converted
                                                                (if less than all):

           ---------------------------------------                                    $
                             Name                                                      -------

           ---------------------------------------              -----------------------------------
                       (Street Address)                         Social Security or other Taxpayer
                                                                Identification Number

           ---------------------------------------
                  (City, State and Zip Code)
</TABLE>

Signature Guarantee:

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

Signatures must be guaranteed by an eligible Guarantor Institution (banks,
brokers, dealers, savings and loan associations and credit unions) with
membership in an approved signature guarantee medallion program pursuant to
Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or
Convertible Junior Subordinated Notes are to be delivered, other than to and in
the name of the registered holder(s).


                                      A-8
<PAGE>
                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

         (I) or (we) assign and transfer this Note to


________________________________________________________________________________
               (Insert assignee's social security or tax I.D. no.)


________________________________________________________________________________

________________________________________________________________________________

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

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



         Your Signature:  _______________________________________________

              (Sign exactly as your name appears on the other side
                                  of this Note)

         Date:  ____________________________

         Medallion Signature Guarantee:  ________________________________







         Your Signature:  _______________________________________________

              (Sign exactly as your name appears on the other side
                                  of this Note)


         Date:  ____________________________

         Medallion Signature Guarantee:  ________________________________


                                      A-9