AGREEMENT AND PLAN OF MERGER

                                     AMONG

                              TRAVELERS GROUP INC.
                           DIAMONDS ACQUISITION CORP.

                                      AND

                                  SALOMON INC

                        DATED AS OF SEPTEMBER 24, 1997
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                              TABLE OF CONTENTS

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                                    ARTICLE I
                                   THE MERGER

     SECTION 1.1    The Merger . . . . . . . . . . . . . . . .    2
     SECTION 1.2    Closing  . . . . . . . . . . . . . . . . .    2
     SECTION 1.3    Effective Time . . . . . . . . . . . . . .    2
     SECTION 1.4    Effects of the Merger  . . . . . . . . . .    3
     SECTION 1.5    Certificate of Incorporation and By-laws
                    of the Surviving Corporation . . . . . . .    3
     SECTION 1.6    Directors and Officers . . . . . . . . . .    3

                                   ARTICLE II
                    EFFECT OF THE MERGER ON THE CAPITAL STOCK
                        OF THE CONSTITUENT CORPORATIONS;
                            EXCHANGE OF CERTIFICATES

     SECTION 2.1    Effect on Capital Stock  . . . . . . . . .    4
                    (a)  Cancellation of Treasury Stock  . . .    4
                    (b)  Conversion of Company Common Stock  .    4
                    (c)  Conversion of Company Preferred
                         Stock . . . . . . . . . . . . . . . .    5
                    (d)  Conversion of Common Stock of Sub . .    7
                    (e)  Assumption of Obligations under
                         Deposit Agreements  . . . . . . . . .    7
     SECTION 2.2    Exchange of Certificates . . . . . . . . .    7
                    (a)  Exchange Agent  . . . . . . . . . . .    7
                    (b)  Exchange Procedures . . . . . . . . .    8
                    (c)  Distributions with Respect to
                         Unexchanged Shares  . . . . . . . . .    9
                    (d)  No Further Ownership Rights in
                         Company Common Stock  . . . . . . . .   10
                    (e)  No Fractional Shares  . . . . . . . .   10
                    (f)  Termination of Exchange Fund  . . . .   12
                    (g)  No Liability  . . . . . . . . . . . .   13
                    (h)  Investment of Exchange Fund . . . . .   13
                    (i)  Lost Certificates . . . . . . . . . .   13
     SECTION 2.3    Certain Adjustments  . . . . . . . . . . .   13
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                              TABLE OF CONTENTS

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                               ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

     SECTION 3.1    Disclosure Schedules . . . . . . . . . . .   14
     SECTION 3.2    Standard . . . . . . . . . . . . . . . . .   14
     SECTION 3.3    Representations and Warranties of the
                    Company  . . . . . . . . . . . . . . . . .   15
                    (a)  Organization, Standing and Corporate
                         Power . . . . . . . . . . . . . . . .   15
                    (b)  Subsidiaries  . . . . . . . . . . . .   16
                    (c)  Capital Structure . . . . . . . . . .   16
                    (d)  Authority; Noncontravention . . . . .   19
                    (e)  SEC Documents; Undisclosed
                         Liabilities . . . . . . . . . . . . .   20
                    (f)  Information Supplied  . . . . . . . .   21
                    (g)  Absence of Certain Changes or
                         Events  . . . . . . . . . . . . . . .   22
                    (h)  Compliance with Applicable Laws;
                         Litigation  . . . . . . . . . . . . .   23
                    (i)  Absence of Changes in Benefit Plans .   24
                    (j)  ERISA Compliance  . . . . . . . . . .   25
                    (k)  Taxes . . . . . . . . . . . . . . . .   27
                    (l)  Voting Requirements . . . . . . . . .   28
                    (m)  State Takeover Statutes . . . . . . .   28
                    (n)  Accounting Matters  . . . . . . . . .   28
                    (o)  Brokers . . . . . . . . . . . . . . .   28
                    (p)  Ownership of Parent Capital Stock . .   29
                    (q)  Intellectual Property . . . . . . . .   29
                    (r)  Certain Contracts . . . . . . . . . .   29
                    (s)  Rights Agreement  . . . . . . . . . .   30
                    (t)  Environmental Liability . . . . . . .   30
                    (u)  Derivative Transactions . . . . . . .   31
                    (v)  Investment Securities and
                         Commodities . . . . . . . . . . . . .   32
                    (w)  Ineligible Persons  . . . . . . . . .   32
     SECTION 3.4    Representations and Warranties of Parent .   33
                    (a)  Organization, Standing and Corporate
                         Power . . . . . . . . . . . . . . . .   33
                    (b)  Subsidiaries  . . . . . . . . . . . .   34
                    (c)  Capital Structure . . . . . . . . . .   34
                    (d)  Authority; Noncontravention . . . . .   37
                    (e)  SEC Documents; Undisclosed
                         Liabilities . . . . . . . . . . . . .   38
                    (f)  Information Supplied  . . . . . . . .   39
                    (g)  Absence of Certain Changes or Events    40
                    (h)  Compliance with Applicable Laws;
                         Litigation  . . . . . . . . . . . . .   41
                    (i)  Absence of Changes in Benefit Plans .   41
                    (j)  ERISA Compliance  . . . . . . . . . .   42
                    (k)  Taxes . . . . . . . . . . . . . . . .   44
                    (l)  Accounting Matters  . . . . . . . . .   44
                    (m)  Brokers . . . . . . . . . . . . . . .   45
                    (n)  Ownership of Company Capital Stock  .   45
                    (o)  Voting Requirements . . . . . . . . .   45
                    (p)  Environmental Liability . . . . . . .   45
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                                   ARTICLE IV
                    COVENANTS RELATING TO CONDUCT OF BUSINESS

     SECTION 4.1    Conduct of Business  . . . . . . . . . . .   46
                    (a)  Conduct of Business by the Company  .   46
                    (b)  Conduct of Business by Parent . . . .   50
                    (c)  Compensation Matters  . . . . . . . .   51
                    (d)  Coordination of Dividends . . . . . .   53
                    (e)  Other Actions . . . . . . . . . . . .   53
                    (f)  Advice of Changes . . . . . . . . . .   54
     SECTION 4.2    No Solicitation by the Company . . . . . .   54

                                ARTICLE V
                          ADDITIONAL AGREEMENTS

     SECTION 5.1    Preparation of the Form S-4 and the Proxy
                    Statement; Stockholders Meetings . . . . .   57
     SECTION 5.2    Letters of the Company's Accountants . . .   58
     SECTION 5.3    Letters of Parent's Accountants  . . . . .   59
     SECTION 5.4    Access to Information; Confidentiality . .   59
     SECTION 5.5    Best Efforts . . . . . . . . . . . . . . .   60
     SECTION 5.6    Employee Stock Options, Incentive and Benefit
                    Plans  . . . . . . . . . . . . . . . . . .   62
     SECTION 5.7    Indemnification, Exculpation and Insurance   64
     SECTION 5.8    Fees and Expenses  . . . . . . . . . . . .   66
     SECTION 5.9    Public Announcements . . . . . . . . . . .   67
     SECTION 5.10   Affiliates . . . . . . . . . . . . . . . .   68
     SECTION 5.11   Stock Exchange Listing . . . . . . . . . .   69
     SECTION 5.12   Stockholder Litigation . . . . . . . . . .   69
     SECTION 5.13   Tax Treatment  . . . . . . . . . . . . . .   69
     SECTION 5.14   Pooling of Interests . . . . . . . . . . .   70

     SECTION 5.15   Standstill Agreements; Confidentiality
                    Agreements . . . . . . . . . . . . . . . .   70
     SECTION 5.16   Conveyance Taxes . . . . . . . . . . . . .   70
     SECTION 5.17   Company Convertible Notes; Company Series F
                    Preferred Stock  . . . . . . . . . . . . .   71
     SECTION 5.18   Compliance with 1940 Act Section 15  . . .   71
     SECTION 5.19   Certain Contracts  . . . . . . . . . . . .   72
     SECTION 5.20   Investment Advisory Agreements.  . . . . .   73

                                   ARTICLE VI
                              CONDITIONS PRECEDENT

     SECTION 6.1    Conditions to Each Party's Obligation to
                    Effect the Merger  . . . . . . . . . . . .   73
                    (a)  Stockholder Approval  . . . . . . . .   73
                    (b)  HSR Act . . . . . . . . . . . . . . .   73
                    (c)  Governmental and Regulatory
                         Approvals . . . . . . . . . . . . . .   73
                    (d)  No Injunctions or Restraints  . . . .   74
                    (e)  Form S-4  . . . . . . . . . . . . . .   74
                    (f)  NYSE Listing  . . . . . . . . . . . .   74
     SECTION 6.2    Conditions to Obligations of Parent  . . .   74
                    (a)  Representations and Warranties  . . .   75
                    (b)  Performance of Obligations of the
                         Company . . . . . . . . . . . . . . .   75
                    (c)  Tax Opinion . . . . . . . . . . . . .   75
     SECTION 6.3    Conditions to Obligations of the Company .   75
                    (a)  Representations and Warranties  . . .   75
                    (b)  Performance of Obligations of Parent    76
                    (c)  Tax Opinions  . . . . . . . . . . . .   76
     SECTION 6.4    Frustration of Closing Conditions  . . . .   76
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                               ARTICLE VII
                    TERMINATION, AMENDMENT AND WAIVER

     SECTION 7.1    Termination  . . . . . . . . . . . . . . .   76
     SECTION 7.2    Effect of Termination  . . . . . . . . . .   78
     SECTION 7.3    Amendment  . . . . . . . . . . . . . . . .   78
     SECTION 7.4    Extension; Waiver  . . . . . . . . . . . .   78
     SECTION 7.5    Procedure for Termination, Amendment,
                    Extension or Waiver  . . . . . . . . . . .   79

                                  ARTICLE VIII
                               GENERAL PROVISIONS

     SECTION 8.1    Nonsurvival of Representations and
                    Warranties . . . . . . . . . . . . . . . .   79
     SECTION 8.2    Notices  . . . . . . . . . . . . . . . . .   79
     SECTION 8.3    Definitions  . . . . . . . . . . . . . . .   80
     SECTION 8.4    Interpretation . . . . . . . . . . . . . .   82
     SECTION 8.5    Counterparts . . . . . . . . . . . . . . .   83
     SECTION 8.6    Entire Agreement; No Third-Party
                    Beneficiaries  . . . . . . . . . . . . . .   83
     SECTION 8.7    Governing Law  . . . . . . . . . . . . . .   83
     SECTION 8.8    Assignment . . . . . . . . . . . . . . . .   83
     SECTION 8.9    Consent to Jurisdiction  . . . . . . . . .   83
     SECTION 8.10   Headings . . . . . . . . . . . . . . . . .   84
     SECTION 8.11   Severability . . . . . . . . . . . . . . .   84
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          AGREEMENT AND PLAN OF MERGER dated as of September 24, 1997, by and
among TRAVELERS GROUP INC., a Delaware corporation ("Parent"), DIAMONDS
ACQUISITION CORP., a Delaware corporation ("Sub"), and SALOMON INC, a Delaware
corporation (the "Company").

          WHEREAS, the respective Boards of Directors of Parent, Sub and the
Company have each approved the merger of Sub with and into the Company (the
"Merger"), upon the terms and subject to the conditions set forth in this
Agreement, whereby (a) each issued and outstanding share of common stock, par
value $1.00 per share, of the Company ("Company Common Stock"), other than
shares owned by the Company, will be converted into the right to receive the
Merger Consideration (as defined in Section 2.1(b)) and (b) each issued and
outstanding share of Company Preferred Stock (as defined in Section 2.1(c)),
other than shares owned by the Company, will be converted into the right to
receive one share of a corresponding series of preferred stock of Parent
pursuant to Article II;

          WHEREAS, the respective Boards of Directors of Parent, Sub and the
Company have each determined that the Merger and the other transactions
contemplated hereby are consistent with, and in furtherance of, their respective
business strategies and goals and are in the best interests of their respective
stockholders;

          WHEREAS, the parties desire to make certain representations,
warranties, covenants and agreements in connection with the Merger and also to
prescribe various conditions to the Merger;

          WHEREAS, for federal income tax purposes, it is intended that the
Merger will qualify as a reorganization under the provisions of Section 368(a)
of the Internal Revenue Code of 1986, as amended (the "Code");

          WHEREAS, for financial accounting purposes, it is intended that the
Merger will be accounted for as a pooling of interests transaction under United
States generally accepted accounting principles ("GAAP"); and

          WHEREAS, concurrently with the execution of this Agreement, and as an
inducement to Parent and Sub to enter into this Agreement, a stockholder of the
Company has entered into a Voting Agreement, dated as of the date hereof (the
"Voting Agreement"), between Parent and the stockholder providing, among other
things, that such stockholder will vote, or cause to be voted, at the Company
Stockholders Meeting (as defined in Section 5.1(b)) all of the Company's voting
securities owned at the time of such meeting by such stockholder and its
subsidiaries in favor of the Merger and will grant or cause to be granted
proxies to Parent for that purpose.

          NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in this Agreement, the parties agree as
follows:
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                                   ARTICLE I
                                   THE MERGER

          SECTION 1.1 The Merger. Upon the terms and subject to the conditions
set forth in this Agreement, and in accordance with the Delaware General
Corporation Law (the "DGCL"), Sub shall be merged with and into the Company at
the Effective Time (as defined in Section 1.3). Following the Effective Time,
the Company shall be the surviving corporation (the "Surviving Corporation") and
become a wholly owned subsidiary of Parent and shall succeed to and assume all
the rights and obligations of Sub in accordance with the DGCL.

          SECTION 1.2 Closing. Subject to the satisfaction or waiver of all the
conditions to closing contained in Article VI hereof, the closing of the Merger
(the "Closing") will take place at 10:00 a.m. on a date to be specified by the
parties (the "Closing Date"), which shall be no later than the second day after
satisfaction or waiver of the conditions set forth in Article VI, unless another
time or date is agreed to by the parties hereto; provided that in no event shall
the Closing Date be other than a Friday, Saturday or Sunday. The Closing will be
held at such location in the City of New York as is agreed to by the parties
hereto.

          SECTION 1.3 Effective Time. Subject to the provisions of this
Agreement, as soon as practicable on the Closing Date, the parties shall cause
the Merger to be consummated by filing a certificate of merger or other
appropriate documents (in any such case, the "Certificate of Merger") executed
in accordance with the relevant provisions of the DGCL and shall make all other
filings or recordings required under the DGCL. The Merger shall become effective
at such time as the Certificate of Merger is duly filed with the Secretary of
State of Delaware, or at such subsequent date or time as Sub and the Company
shall agree and specify in the Certificate of Merger (the time the Merger
becomes effective being hereinafter referred to as the "Effective Time").

                                       2
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          SECTION 1.4 Effects of the Merger. The Merger shall have the effects
set forth in Section 259 of the DGCL.

          SECTION 1.5 Certificate of Incorporation and By-laws of the Surviving
Corporation. The certificate of incorporation of the Company shall be amended as
of the Effective Time to read in its entirety like the certificate of
incorporation of Sub except that Article First of such certificate of
incorporation shall read in its entirety as follows: "The name of the
Corporation is Salomon Smith Barney Holdings Inc." and, as amended, such
certificate of incorporation shall be the certificate of incorporation of the
Surviving Corporation until thereafter changed or amended as provided therein or
by applicable law. The by-laws of Sub, as in effect immediately prior to the
Effective Time, shall become the by-laws of the Surviving Corporation until
thereafter changed or amended as provided therein or by applicable law.

          SECTION 1.6 Directors and Officers. The directors identified in
Section 1.6 of the Parent Disclosure Schedule (as defined in Section 3.1) and
the officers of Sub shall, from and after the Effective Time, become the
directors and officers, respectively, of the Surviving Corporation until their
successors shall have been duly elected or appointed or qualified or until their
earlier death, resignation or removal in accordance with the certificate of
incorporation and the by-laws of the Surviving Corporation.

                                       3
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                                   ARTICLE II

                    EFFECT OF THE MERGER ON THE CAPITAL STOCK
                        OF THE CONSTITUENT CORPORATIONS;
                            EXCHANGE OF CERTIFICATES

          SECTION 2.1 Effect on Capital Stock. As of the Effective Time, by
virtue of the Merger and without any action on the part of the holder of any
shares of Company Common Stock or Company Preferred Stock
(together, "Company Capital Stock"):

          (a) Cancellation of Treasury Stock. Each share of Company Common Stock
and Company Preferred Stock that is owned directly by the Company shall
automatically be cancelled and retired and shall cease to exist, and no
consideration shall be delivered in exchange therefor; provided, however, that
any shares of Company Common Stock or Company Preferred Stock (i) held by the
Company in connection with any market-making or proprietary trading activity or
for the account of another person, (ii) as to which the Company is or may be
required to act as a fiduciary or in a similar capacity or (iii) the
cancellation of which would violate any legal duties or obligations of the
Company shall not be cancelled but, instead, shall be treated as set forth in
Section 2.1(b) (in the case of Company Common Stock) or 2.1(c) (in the case of
Company Preferred Stock).

          (b) Conversion of Company Common Stock. Subject to Section 2.2(e),
each issued and outstanding share of Company Common Stock (other than shares to
be cancelled in accordance with Section 2.1(a)), together with the rights (the
"Company Rights") attached thereto to purchase the Company's Series B Junior
Participating Preferred Stock ("Company Junior Preferred Stock") issued pursuant
to the Rights Agreement, dated as of February 8, 1988, as amended, between the
Company and First Chicago Trust Company of New York, as successor to Morgan
Shareholder Services Trust Company, as Rights Agent (the "Rights Agreement"),
shall be converted into the right to receive 1.13 (the "Exchange Ratio") validly
issued, fully paid and nonassessable shares of common stock, par value $.01 per
share ("Parent Common Stock"), of Parent. The consideration to be issued to
holders of Company Common Stock is referred to herein as the "Merger
Consideration." As of the Effective Time, all such shares of Company Common
Stock shall no longer be outstanding and shall automatically be cancelled and
retired and shall cease to exist, and each holder of a certificate representing
any such shares of Company Common Stock shall cease to have any rights with
respect thereto, except the right to receive the Merger Consideration and any
cash in lieu of fractional shares of Parent Common Stock to be issued or paid in
consideration therefor upon surrender of such certificate in accordance with
Section 2.2 and any dividends or distributions to which such holder is entitled
pursuant to Section 2.2(c), in each case without interest.

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          (c) Conversion of Company Preferred Stock. (i) Each issued and
outstanding share of Series A Cumulative Convertible Preferred Stock of the
Company ("Company Series A Convertible Preferred Stock), other than shares to be
cancelled in accordance with Section 2.1(a), together with the Rights attached
thereto, shall be converted into the right to receive one validly issued, fully
paid and nonassessable share of Series I Cumulative Convertible Preferred Stock
of Parent ("Parent Convertible Preferred Stock"). Each share of Parent
Convertible Preferred Stock shall have terms that are substantially identical to
the terms of Company Series A Convertible Preferred Stock, provided that (A) as
a result of the Merger the issuer thereof shall be Parent rather than the
Company, (B) the number of shares of Parent Common Stock into which each share
of Parent Convertible Preferred Stock shall be convertible (at the same times
and subject to the same terms and conditions under which Company Series A
Convertible Preferred Stock is convertible into shares of Company Common Stock
immediately prior to the Effective Time) shall equal 26.31579 (which number
shall be subject to adjustment under the same circumstances, in the same manner
and to the same extent as set forth in the existing Certificate of Designation
relating to the Company Series A Convertible Preferred Stock) times the Exchange
Ratio and (C) each share of Parent Convertible Preferred Stock, when voting
together with the Parent Common Stock (and any other shares of capital stock of
Parent at the time entitled to vote) as a single class, shall be entitled to a
number of votes equal to the number of shares of Parent Common Stock into which
one share of Parent Convertible Preferred Stock will be convertible immediately
following the Merger.



                                       5
<PAGE>

               (ii) Each issued and outstanding share of 8.08% Cumulative
     Preferred Stock, Series D, of the Company ("Company 8.08% Preferred
     Stock"), other than shares to be cancelled in accordance with Section
     2.1(a), shall be converted into the right to receive one validly issued,
     fully paid and nonassessable share of 8.08% Cumulative Preferred Stock,
     Series J, of Parent ("Parent 8.08% Preferred Stock"). Each share of Parent
     8.08% Preferred Stock shall have terms that are substantially identical to
     Company 8.08% Preferred Stock, provided that (A) as a result of the Merger
     the issuer thereof shall be Parent rather than the Company and (B) each
     share of Parent 8.08% Preferred Stock shall be entitled to three votes per
     share, voting together as a class with the Parent Common Stock (and any
     other shares of capital stock of Parent at the time entitled to vote), on
     all matters submitted to a vote of stockholders of Parent, and shall be
     entitled to one vote per share on all matters on which the Company 8.08%
     Preferred Stock is entitled to vote, voting together as a class with any
     other shares of preferred stock of Parent at the time entitled to vote.

               (iii) Each issued and outstanding share of 8.40% Cumulative
     Preferred Stock, Series E, of the Company ("Company 8.40% Preferred Stock,"
     and together with Company Series A Convertible Preferred Stock and Company
     8.08% Preferred Stock, "Company Preferred Stock"), other than shares to be
     cancelled in accordance with Section 2.1(a), shall be converted into the
     right to receive one validly issued, fully paid and nonassessable share of
     8.40% Cumulative Preferred Stock, Series K, of Parent ("Parent 8.40%
     Preferred Stock," and together with Parent Convertible Preferred Stock and
     Parent 8.08% Preferred Stock, "Parent New Preferred Stock"). Each share of
     Parent 8.40% Preferred Stock shall have terms that are substantially
     identical to Company 8.40% Preferred Stock, provided that (A) as a result
     of the Merger the issuer thereof shall be Parent rather than the Company
     and (B) each share of Parent 8.40% Preferred Stock shall be entitled to
     three votes per share, voting together as a class with the Parent Common
     Stock (and any other shares of capital stock of Parent at the time entitled
     to vote), on all matters submitted to a vote of stockholders of Parent, and
     shall be entitled to one vote per share on all matters on which the Company
     8.40% Preferred Stock is entitled to vote, voting together as a class with
     any other shares of preferred stock of Parent at the time entitled to vote.



                                       6
<PAGE>

          (d) Conversion of Common Stock of Sub. Each issued and outstanding
share of common stock, par value $.01 per share, of Sub shall be converted into
one validly issued, fully paid and nonassessable share of common stock of the
Surviving Corporation.

          (e) Assumption of Obligations under Deposit Agreements. At the
Effective Time, Parent shall assume the obligations of the Company under the
Deposit Agreement, dated as of February 23, 1993, among the Company, First
Chicago Trust Company of New York, as Depositary, and the depositary receipt
holders (with respect to Company 8.08% Preferred Stock), and the Deposit
Agreement, dated as of February 13, 1996, among the Company, First Chicago Trust
Company of New York, as Depositary, and the depositary receipt holders (with
respect to Company 8.40% Preferred Stock). Parent shall instruct the depositary
to treat the shares of Parent 8.08% Preferred Stock and the shares of Parent
8.40% Preferred Stock received by such depositary in exchange for and upon
conversion of the shares of Company 8.08% Preferred Stock and Company 8.40%
Preferred Stock, respectively, as new deposited securities under the applicable
deposit agreement. In accordance with the terms of the relevant deposit
agreement, the depositary receipts then outstanding shall thereafter represent
the shares of Parent 8.08% Preferred Stock and Parent 8.40% Preferred Stock so
received upon conversion and exchange for the shares of Company 8.08% Preferred
Stock and Company 8.40% Preferred Stock, respectively. Promptly following the
Effective Time, Parent shall request that the depositary call for the surrender
of all outstanding receipts to be exchanged for new receipts specifically
describing the relevant series of Parent New Preferred Stock.

          SECTION 2.2 Exchange of Certificates. (a) Exchange Agent. As of the
Effective Time, Parent shall enter into an agreement with such bank or trust
company as may be designated by Parent and reasonably satisfactory to the
Company (the "Exchange Agent"), which shall provide that Parent shall deposit
with the Exchange Agent as of the Effective Time, for the benefit of the holders
of shares of Company Common Stock and Company Preferred Stock, for exchange in
accordance with this Article II, through the Exchange Agent, certificates
representing the shares of Parent Common Stock and Parent New Preferred Stock
(such shares of Parent Common Stock and Parent New Preferred Stock, together
with any dividends or distributions with respect thereto with a record date
after the Effective Time, any Excess Shares (as defined in Section 2.2(e)) and
any cash (including cash proceeds from the sale of the Excess Shares) payable in
lieu of any fractional shares of Parent Common Stock being hereinafter referred
to as the "Exchange Fund") issuable pursuant to Section 2.1 in exchange for
outstanding shares of Company Common Stock and Company Preferred Stock.



                                       7
<PAGE>

          (b) Exchange Procedures. As soon as reasonably practicable after the
Effective Time, the Exchange Agent shall mail to each holder of record of a
certificate or certificates which immediately prior to the Effective Time
represented outstanding shares of Company Common Stock or Company Preferred
Stock (the "Certificates") whose shares were converted into the right to receive
the Merger Consideration or shares of Parent New Preferred Stock, as applicable,
pursuant to Section 2.1, (i) a letter of transmittal (which shall specify that
delivery shall be effected, and risk of loss and title to the Certificates shall
pass, only upon delivery of the Certificates to the Exchange Agent and shall be
in such form and have such other provisions as the Company and Parent may
reasonably specify) and (ii) instructions for use in surrendering the
Certificates in exchange for the Merger Consideration or shares of Parent New
Preferred Stock, as applicable. Upon surrender of a Certificate for cancellation
to the Exchange Agent, together with such letter of transmittal, duly executed,
and such other documents as may reasonably be required by the Exchange Agent,
the holder of such Certificate shall be entitled to receive in exchange therefor
a certificate representing that number of whole shares of Parent Common Stock or
Parent New Preferred Stock which such holder has the right to receive pursuant
to the provisions of this Article II, certain dividends or other distributions
in accordance with Section 2.2(c) and cash in lieu of any fractional share of
Parent Common Stock in accordance with Section 2.2(e), and the Certificate so
surrendered shall forthwith be cancelled. In the event of a surrender of a
Certificate representing shares of Company Common Stock or Company Preferred
Stock which are not registered in the transfer records of the Company under the
name of the person surrendering such Certificate, a certificate representing the
proper number of shares of Parent Common Stock or Parent New Preferred Stock may
be issued to a person other than the person in whose name the Certificate so
surrendered is registered if such Certificate shall be properly endorsed or
otherwise be in proper form for transfer and the person requesting such issuance
shall pay any transfer or other taxes required by reason of the issuance of
shares of Parent Common Stock or Parent New Preferred Stock to a person other
than the registered holder of such Certificate or establish to the satisfaction
of Parent that such tax has been paid or is not applicable. Until surrendered as
contemplated by this Section 2.2, each Certificate shall be deemed at any time
after the Effective Time to represent only the right to receive upon such
surrender the Merger Consideration or shares of Parent New Preferred Stock, as
applicable, which the holder thereof has the right to receive in respect of such
Certificate pursuant to the provisions of this Article II, certain dividends or
other distributions in accordance with Section 2.2(c) and cash in lieu of any
fractional share of Parent Common Stock in accordance with Section 2.2(e). No
interest shall be paid or will accrue on any cash payable to holders of
Certificates pursuant to the provisions of this Article II.



                                       8
<PAGE>

          (c) Distributions with Respect to Unexchanged Shares. No dividends or
other distributions with respect to Parent Common Stock or Parent New Preferred
Stock with a record date after the Effective Time shall be paid to the holder of
any unsurrendered Certificate with respect to the shares of Parent Common Stock
or Parent New Preferred Stock issuable hereunder in respect thereof, and, in the
case of Certificates representing Company Common Stock, no cash payment in lieu
of fractional shares shall be paid to any such holder pursuant to Section
2.2(e), and all such dividends, other distributions and cash in lieu of
fractional shares of Parent Common Stock shall be paid by Parent to the Exchange
Agent and shall be included in the Exchange Fund, in each case until the
surrender of such Certificate in accordance with this Article II, subject to
Section 2.2(f). Subject to the effect of applicable escheat or similar laws,
following surrender of any such Certificate there shall be paid to the holder of
the certificate representing whole shares of Parent Common Stock or Parent New
Preferred Stock issued in exchange therefor, without interest, (i) at the time
of such surrender, the amount of dividends or other distributions with a record
date after the Effective Time theretofore paid with respect to such whole shares
of Parent Common Stock or Parent New Preferred Stock and, in the case of
Certificates representing Company Common Stock, the amount of any cash payable
in lieu of a fractional share of Parent Common Stock to which such holder is
entitled pursuant to Section 2.2(e) and (ii) at the appropriate payment date,
the amount of dividends or other distributions with a record date after the
Effective Time and with a payment date subsequent to such surrender payable with
respect to such whole shares of Parent Common Stock or Parent New Preferred
Stock.



                                       9
<PAGE>

          (d) No Further Ownership Rights in Company Common Stock. All shares of
Parent Common Stock or Parent New Preferred Stock issued upon the surrender for
exchange of Certificates in accordance with the terms of this Article II
(including any cash paid pursuant to this Article II) shall be deemed to have
been issued (and paid) in full satisfaction of all rights pertaining to the
shares of Company Common Stock or Company Preferred Stock, as applicable,
theretofore represented by such Certificates, subject, however, to the Surviving
Corporation's obligation to pay any dividends or make any other distributions
with a record date prior to the Effective Time which may have been declared or
made by the Company on such shares of Company Common Stock or Company Preferred
Stock which remain unpaid at the Effective Time, and there shall be no further
registration of transfers on the stock transfer books of the Surviving
Corporation of the shares of Company Common Stock or Company Preferred Stock
which were outstanding immediately prior to the Effective Time. If, after the
Effective Time, Certificates are presented to the Surviving Corporation or the
Exchange Agent for any reason, they shall be cancelled and exchanged as provided
in this Article II, except as otherwise provided by law.

          (e) No Fractional Shares. (i) No certificates or scrip representing
fractional shares of Parent Common Stock shall be issued upon the surrender for
exchange of Certificates, no dividend or distribution of Parent shall relate to
such fractional share interests and such fractional share interests will not
entitle the owner thereof to vote or to any rights of a stockholder of Parent.

               (ii) As promptly as practicable following the Effective Time, the
     Exchange Agent shall determine the excess of (A) the number of whole shares
     of Parent Common Stock delivered to the Exchange Agent by Parent pursuant
     to Section 2.2(a) over (B) the aggregate number of whole shares of Parent
     Common Stock to be distributed to former holders of Company Common Stock
     pursuant to Section 2.2(b) (such excess being herein called the "Excess
     Shares"). Following the Effective Time, the Exchange Agent shall, on behalf
     of the former stockholders of the Company, sell the Excess Shares at
     then-prevailing prices on the New York Stock Exchange, Inc. ("NYSE"), all
     in the manner provided in Section 2.2(e)(iii).



                                       10
<PAGE>

               (iii) The sale of the Excess Shares by the Exchange Agent shall
     be executed on the NYSE through one or more member firms of the NYSE and
     shall be executed in round lots to the extent practicable. The Exchange
     Agent shall use reasonable efforts to complete the sale of the Excess
     Shares as promptly following the Effective Time as, in the Exchange Agent's
     sole judgment, is practicable consistent with obtaining the best execution
     of such sales in light of prevailing market conditions. Until the net
     proceeds of such sale or sales have been distributed to the holders of
     Certificates formerly representing Company Common Stock, the Exchange Agent
     shall hold such proceeds in trust for such holders (the "Common Shares
     Trust"). The Surviving Corporation shall pay all commissions, transfer
     taxes and other out-of-pocket transaction costs, including the expenses and
     compensation of the Exchange Agent incurred in connection with such sale of
     the Excess Shares. The Exchange Agent shall determine the portion of the
     Common Shares Trust to which each former holder of Company Common Stock is
     entitled, if any, by multiplying the amount of the aggregate net proceeds
     comprising the Common Shares Trust by a fraction, the numerator of which is
     the amount of the fractional share interest to which such former holder of
     Company Common Stock is entitled (after taking into account all shares of
     Company Common Stock held of record at the Effective Time by such holder)
     and the denominator of which is the aggregate amount of fractional share
     interests to which all former holders of Company Common Stock are entitled.


                                       11
<PAGE>

               (iv) Notwithstanding the provisions of Section 2.2(e)(ii) and
     (iii), the Surviving Corporation may elect at its option, exercised prior
     to the Effective Time, in lieu of the issuance and sale of Excess Shares
     and the making of the payments hereinabove contemplated, to pay each former
     holder of Company Common Stock an amount in cash equal to the product
     obtained by multiplying (A) the fractional share interest to which such
     former holder (after taking into account all shares of Company Common Stock
     held of record at the Effective Time by such holder) would otherwise be
     entitled by (B) the closing price of the Parent Common Stock as reported on
     the NYSE Composite Transaction Tape (as reported in The Wall Street
     Journal, or, if not reported therein, any other authoritative source) on
     the Closing Date, and, in such case, all references herein to the cash
     proceeds of the sale of the Excess Shares and similar references shall be
     deemed to mean and refer to the payments calculated as set forth in this
     Section 2.2(e)(iv).

               (v) As soon as practicable after the determination of the amount
     of cash, if any, to be paid to holders of Certificates formerly
     representing Company Common Stock with respect to any fractional share
     interests, the Exchange Agent shall make available such amounts to such
     holders of Certificates formerly representing Company Common Stock subject
     to and in accordance with the terms of Section 2.2(c).

          (f) Termination of Exchange Fund. Any portion of the Exchange Fund
which remains undistributed to the holders of the Certificates for six months
after the Effective Time shall be delivered to Parent, upon demand, and any
holders of the Certificates who have not theretofore complied with this Article
II shall thereafter look only to Parent for payment of their claim for Merger
Consideration or shares of Parent New Preferred Stock, any dividends or
distributions with respect to Parent Common Stock or Parent New Preferred Stock,
as applicable, and any cash in lieu of fractional shares of Parent Common Stock.



                                       12
<PAGE>

          (g) No Liability. None of Parent, Sub, the Company, the Surviving
Corporation or the Exchange Agent shall be liable to any person in respect of
any shares of Parent Common Stock or Parent New Preferred Stock, any dividends
or distributions with respect thereto, any cash in lieu of fractional shares of
Parent Common Stock or any cash from the Exchange Fund, in each case delivered
to a public official pursuant to any applicable abandoned property, escheat or
similar law.

          (h) Investment of Exchange Fund. The Exchange Agent shall invest any
cash included in the Exchange Fund, as directed by Parent (provided that such
cash shall be invested only in high quality short-term instruments with low risk
of loss of principal), on a daily basis. Any interest and other income resulting
from such investments shall be paid to Parent.

          (i) Lost Certificates. If any Certificate shall have been lost, stolen
or destroyed, upon the making of an affidavit of that fact by the person
claiming such Certificate to be lost, stolen or destroyed and, if required by
the Surviving Corporation, the posting by such person of a bond in such
reasonable amount as the Surviving Corporation may direct as indemnity against
any claim that may be made against it with respect to such Certificate, the
Exchange Agent shall issue in exchange for such lost, stolen or destroyed
Certificate the Merger Consideration or shares of Parent New Preferred Stock
and, if applicable, any unpaid dividends and distributions on shares of Parent
Common Stock or Parent New Preferred Stock deliverable in respect thereof and
any cash in lieu of fractional shares of Parent Common Stock, in each case
pursuant to this Agreement.

          SECTION 2.3 Certain Adjustments. If after the date hereof and on or
prior to the Closing Date the outstanding shares of Parent Common Stock shall be
changed into a different number of shares by reason of any reclassification,
recapitalization, split-up, combination or exchange of shares, or any dividend
payable in stock or other securities shall be declared thereon with a record
date within such period, or any similar event shall occur (any such action, an
"Adjustment Event"), the Exchange Ratio shall be adjusted accordingly to provide
to the holders of Company Common Stock and Company Series A Convertible
Preferred Stock the same economic effect as contemplated by this Agreement prior
to such reclassification, recapitalization, split-up, combination, exchange or
dividend or similar event.


                                       13
<PAGE>

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

          SECTION 3.1 Disclosure Schedules. Prior to the execution of this
Agreement, the Company has delivered to Parent a schedule (the "Company
Disclosure Schedule") and Parent has delivered to the Company a schedule (the
"Parent Disclosure Schedule" and, together, the "Disclosure Schedules") each
setting forth, among other things, items the disclosure of which is necessary or
appropriate in relation to any or all of their respective representations and
warranties in accordance with the standard established by Section 3.2; provided,
however, that notwithstanding anything in this Agreement to the contrary, the
mere inclusion of an item in a Disclosure Schedule shall not be deemed an
admission by the disclosing party that such item represents a material exception
or fact, event or circumstance or that such item constitutes or is reasonably
likely to result in a material adverse effect or material adverse change (each
as defined in Section 8.3).

          SECTION 3.2 Standard. No representation or warranty of the Company or
Parent contained in Sections 3.3 and 3.4, respectively, other than Sections
3.3(a), 3.3(b), 3.3(c), 3.3(d), 3.3(e), 3.3(f), 3.3(g)(i), (ii) and (iii),
3.3(l), 3.3(m), 3.3(n), 3.3(o), 3.3(s) or 3.3(w) or Sections 3.4(a), 3.4(b),
3.4(c), 3.4(d), 3.4(e), 3.4(f), 3.4(g)(i), (ii) and (iii), 3.4(l) or 3.4(m)
(collectively, the "Other Paragraphs"), shall be deemed untrue or incorrect, and
no party hereto shall be deemed to have breached a representation or warranty,
as a consequence of the existence of any fact, circumstance or event unless such
fact, circumstance or event, individually or taken together with all other
facts, circumstances or events inconsistent with any paragraph of Section 3.3 or
3.4, as the case may be, other than the Other Paragraphs, has had or is
reasonably likely to have a material adverse effect.


                                       14
<PAGE>

          SECTION 3.3 Representations and Warranties of the Company. Subject to
Sections 3.1 and 3.2 and except as disclosed in Company Filed SEC Documents (as
defined in Section 3.3(g)) or as set forth on the Company Disclosure Schedule
and making reference to the particular subsection of this Agreement to which
exception is being taken (regardless of whether such subsection refers to the
Company Disclosure Schedule), the Company represents and warrants to Parent as
follows:

          (a) Organization, Standing and Corporate Power. (i) Each of the
Company and its subsidiaries (as defined in Section 8.3) is a corporation or
other legal entity duly organized, validly existing and in good standing (with
respect to jurisdictions which recognize such concept) under the laws of the
jurisdiction in which it is organized and has the requisite corporate or other
power, as the case may be, and authority to carry on its business as now being
conducted, except, as to subsidiaries, for those jurisdictions where the failure
to be duly organized, validly existing and in good standing individually or in
the aggregate would not have a material adverse effect (as defined in Section
8.3) on the Company. Each of the Company and its subsidiaries is duly qualified
or licensed to do business and is in good standing (with respect to
jurisdictions which recognize such concept) in each jurisdiction in which the
nature of its business or the ownership, leasing or operation of its properties
makes such qualification or licensing necessary, except for those jurisdictions
where the failure to be so qualified or licensed or to be in good standing
individually or in the aggregate would not have a material adverse effect on the
Company.

               (ii) The Company has delivered to Parent prior to the execution
     of this Agreement complete and correct copies of its certificate of
     incorporation and by-laws, as amended to date.

               (iii) In all material respects, the minute books of the Company
     contain accurate records of all meetings and accurately reflect all other
     actions taken by the stockholders, the Board of Directors and all
     committees of the Board of Directors of the Company since January 1, 1994.



                                       15
<PAGE>

          (b) Subsidiaries. Exhibit 21 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1996 includes all the subsidiaries
of the Company which as of the date of this Agreement are Significant
Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the Securities and
Exchange Commission (the "SEC")). All the outstanding shares of capital stock
of, or other equity interests in, each such Significant Subsidiary have been
validly issued and are fully paid and nonassessable; are owned directly or
indirectly by the Company, free and clear of all pledges, claims, liens,
charges, encumbrances and security interests securing indebtedness or similar
obligations (collectively, "Liens"); and are free of any other restriction on
the right to vote, sell or otherwise dispose of such capital stock or other
ownership interests that would prevent the operation by the Surviving
Corporation of such Significant Subsidiary's business as currently conducted.

          (c) Capital Structure. The authorized capital stock of the Company
consists of 250,000,000 shares of Company Common Stock and 5,000,000 shares of
preferred stock, without par value, of the Company ("Company Authorized
Preferred Stock"), of which 700,000 shares have been designated as Company
Series A Convertible Preferred Stock, 2,500,000 shares have been designated as
Series B Junior Participating Preferred Stock, 244,375 shares have been
designated as 9.50% Cumulative Preferred Stock, Series C ("Company Series C
Preferred Stock"), 400,000 shares have been designated as Company 8.08%
Preferred Stock, 500,000 shares have been designated as Company 8.40% Preferred
Stock, 690,000 shares have been designated as 9.50% Cumulative Preferred Stock,
Series F, of the Company ("Company Series F Preferred Stock") and 893,000 shares
have been designated as $4.25 Convertible Preferred Stock ("Company $4.25
Preferred Stock"). At the close of business on September 19, 1997: (i)
107,460,248 shares of Company Common Stock were issued and outstanding; (ii)
51,891,428 shares of Company Common Stock were held by the Company in its


                                       16
<PAGE>

treasury; (iii) 2,500,000 shares of Company Junior Preferred Stock were reserved
for issuance pursuant to the Rights Agreement; (iv) 420,000 shares of Company
Series A Convertible Preferred Stock were issued and outstanding; (v) no shares
of Company Series C Preferred Stock were issued and outstanding; (vi) 400,000
shares of Company 8.08% Preferred Stock were issued and outstanding (evidenced
by 8,000,000 depositary shares, each of which represents a one-twentieth
interest in a share of Company 8.08% Preferred Stock); (vii) 500,000 shares of
Company 8.40% Preferred Stock were issued and outstanding (evidenced by
10,000,000 depositary shares, each of which represents a one-twentieth interest
in a share of Company 8.40% Preferred Stock); (viii) 690,000 shares of Company
Series F Preferred Stock were reserved for issuance upon exercise of purchase
contracts comprising a part of the 13,800,000 9-1/2% Trust Preferred Stock
(TRUPS) Units of SI Financing Trust I; (ix) no shares of Company $4.25 Preferred
Stock were issued and outstanding; (x) except as set forth on the Company
Disclosure Schedule, no shares of Company Preferred Stock were held by the
Company in its treasury, other than shares held for purposes of market making,
proprietary trading or otherwise on behalf of customers; (xi) 4,741,602 shares
of Company Common Stock were reserved for issuance pursuant to the Company
Non-Qualified Stock Option Plan of 1984, the Company Stock Incentive Plan and
the Company Employee Stock Purchase Plan (such plans, collectively, the "Company
Stock Plans"), of which 1,660,100 shares are subject to outstanding employee
stock options or other rights to purchase or receive Company Common Stock
granted under the Company Stock Plans (collectively, "Company Employee Stock
Options"); (xii) 14,736,843 shares of Company Common Stock were reserved for
issuance upon conversion of Company Series A Convertible Preferred Stock; (xiii)
394,429 shares of Company Common Stock were reserved for issuance upon
conversion of the Company's Amended and Restated 5.5% Restricted Convertible
Subordinated Note Due 1997 and the Company's Amended and Restated 1.25%
Restricted Convertible Subordinated Note Due 2000 (collectively with Company


                                       17
<PAGE>

Series A Convertible Preferred Stock, "Company Convertible Securities"); and
(xiv) other than as set forth above, no other shares of Company Authorized
Preferred Stock have been designated or issued. All outstanding shares of
capital stock of the Company are, and all shares thereof which may be issued
will be, when issued, duly authorized, validly issued, fully paid and
nonassessable and not subject to preemptive rights. Except as set forth in this
Section 3.3(c) and except for changes since September 19, 1997 resulting from
the issuance of shares of Company Common Stock pursuant to Company Employee
Stock Options, Company Convertible Securities and other rights referred to above
in this Section 3.3(c) or as permitted by Section 4.1(a)(ii), (x) there are not
issued, reserved for issuance or outstanding (A) any shares of capital stock or
other voting securities of the Company, (B) any securities of the Company or any
Company subsidiary convertible into or exchangeable or exercisable for shares of
capital stock or voting securities of the Company, (C) any warrants, calls,
options or other rights to acquire from the Company or any Company subsidiary,
and any obligation of the Company or any Company subsidiary to issue, any
capital stock, voting securities or securities convertible into or exchangeable
or exercisable for capital stock or voting securities of the Company, and (y)
there are no outstanding obligations of the Company or any Company subsidiary to
repurchase, redeem or otherwise acquire any such securities or to issue, deliver
or sell, or cause to be issued, delivered or sold, any such securities. There
are no outstanding (A) securities of the Company or any Company subsidiary
convertible into or exchangeable or exercisable for shares of capital stock or
other voting securities in any Company subsidiary, (B) warrants, calls, options
or other rights to acquire from the Company or any Company subsidiary, and any
obligation of the Company or any Company subsidiary to issue, any capital stock,
voting securities or other ownership interests in, or any securities convertible
into or exchangeable or exercisable for any capital stock, voting securities or
ownership interests in, any Company subsidiary or (C) obligations of the Company
or any Company subsidiary to repurchase, redeem or otherwise acquire any such
outstanding securities of Company subsidiaries or to issue, deliver or sell, or
cause to be issued, delivered or sold, any such securities. To the Company's
knowledge, neither the Company nor any Company subsidiary is a party to any
agreement restricting the transfer of, relating to the voting of, requiring
registration of, or granting any preemptive or, except as provided by the terms
of Company Employee Stock Options and Company Convertible Securities,
antidilutive rights with respect to, any securities of the type referred to in
the two preceding sentences. The Company has delivered to Parent prior to the
execution of this Agreement a complete and correct copy of the Rights Agreement.


                                       18
<PAGE>

          (d) Authority; Noncontravention. The Company has all requisite
corporate power and authority to enter into this Agreement and, subject, in the
case of the Merger, to the Company Stockholder Approval (as defined in Section
3.3(1)) to consummate the transactions contemplated by this Agreement. The
execution and delivery of this Agreement by the Company and the consummation by
the Company of the transactions contemplated by this Agreement have been duly
authorized by all necessary corporate action on the part of the Company,
subject, in the case of the Merger, to the Company Stockholder Approval. This
Agreement has been duly executed and delivered by the Company and, assuming the
due authorization, execution and delivery by Parent and Sub, constitutes the
legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms. Except as set forth in Section 3.3(d) of
the Company Disclosure Schedule, the execution and delivery of this Agreement do
not, and the consummation of the transactions contemplated by this Agreement and
compliance with the provisions of this Agreement will not, conflict with, or
result in any violation of, or default (with or without notice or lapse of time,
or both) under, or give rise to a right of termination, cancellation or
acceleration of any obligation or loss of a benefit under, or result in the
creation of any Lien upon any of the properties or assets of the Company or any
of its subsidiaries under, (i) the certificate of incorporation or by-laws of
the Company or the comparable organizational documents of any of its Significant
Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage,
indenture, lease or other agreement, instrument, permit, concession, franchise,
license or similar authorization applicable to the Company or any of its
subsidiaries or their respective properties or assets or (iii) subject to the
governmental filings and other matters referred to in the following sentence,
any judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to the Company or any of its subsidiaries or their respective
properties or assets, other than, in the case of clauses (ii) and (iii), any
such conflicts, violations, defaults, rights, losses or Liens that individually
or in the aggregate would not (x) have a material adverse effect on the Company
or (y) reasonably be expected to impair the ability of the Company to perform
its obligations under this Agreement. No consent, approval, order or
authorization of, action by or in respect of, or registration, declaration or
filing with, any federal, state, local or foreign government, any court,
administrative, regulatory or other governmental agency, commission or authority
or any nongovernmental self-regulatory agency, commission or authority (a
"Governmental Entity") is required by or with respect to the Company or any of
its subsidiaries in connection with the execution and delivery of this Agreement
by the Company or the consummation by the Company of the transactions
contemplated by this Agreement, except for (1) the filing of a pre-merger
notification and report form by the Company under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"); (2) the filing
with the SEC of (A) a proxy statement relating to the Company Stockholders
Meeting (as defined in Section 5.1(b)) (such proxy statement, as amended or
supplemented from time to time, the "Proxy Statement"), and (B) such reports
under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as may be required in connection with
this Agreement and the transactions contemplated by this Agreement; (3) the
filing of the Certificate of Merger with the Secretary of State of Delaware and
such filings with Governmental Entities to satisfy the applicable requirements
of the laws of states in which the Company and its subsidiaries are qualified or
licensed to do business or state securities or "blue sky" laws; (4) the
consents, approvals and notices required under the Investment Company Act of
1940, as amended (the "Investment Company Act"), and the Investment Advisers Act
of 1940, as amended (the "Investment Advisers Act"); (5) filings in respect of,
and approvals and authorizations of, any Governmental Entity having jurisdiction
over the securities, commodities, banking, insurance, or other financial
services businesses; and (6) such consents, approvals, orders or authorizations
the failure of which to be made or obtained individually or in the aggregate
would not (x) have a material adverse effect on the Company or (y) reasonably be
expected to impair the ability of the Company to perform its obligations under
this Agreement.

                                       19
<PAGE>

          (e) SEC Documents; Undisclosed Liabilities. Since January 1, 1995, the
Company has filed all required reports, schedules, forms, statements and other
documents (including exhibits and all other information incorporated therein)
with the SEC ("Company SEC Documents"). As of their respective dates, the
Company SEC Documents complied in all material respects with the requirements of
the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange
Act, as the case may be, and the rules and regulations of the SEC promulgated
thereunder applicable to such Company SEC Documents, and no Company SEC Document
when filed (as amended and restated and as supplemented by subsequently filed
Company SEC Documents) contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The financial statements of the Company included
in Company SEC Documents complied as to form, as of their respective dates of
filing with the SEC, in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect
thereto, have been prepared in accordance with GAAP (except, in the case of
unaudited statements, as permitted by Form 10-Q of the SEC) applied on a
consistent basis during the periods involved (except as may be indicated in the
notes thereto) and fairly present the consolidated financial position of the
Company and its consolidated subsidiaries as of the dates thereof and the
consolidated results of their operations and cash flows for the periods then
ended (subject, in the case of unaudited statements, to normal year-end audit
adjustments). Except (i) as reflected in such financial statements or in the
notes thereto or (ii) for liabilities incurred in connection with this Agreement
or the transactions contemplated hereby, neither the Company nor any of its
subsidiaries has any liabilities or obligations of any nature which,
individually or in the aggregate, would have a material adverse effect on the
Company.


                                       20
<PAGE>

          (f) Information Supplied. None of the information supplied or to be
supplied by the Company specifically for inclusion or incorporation by reference
in (i) the registration statement on Form S-4 to be filed with the SEC by Parent
in connection with the issuance of Parent Common Stock and Parent New Preferred
Stock in the Merger (the "Form S-4") will, at the time the Form S-4 becomes
effective under the Securities Act, contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading or (ii) the Proxy
Statement will, at the date it is first mailed to the Company's stockholders or
at the time of the Company Stockholders Meeting, contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading. The Proxy Statement
will comply as to form in all material respects with the requirements of the
Exchange Act and the rules and regulations thereunder, except that no
representation or warranty is made by the Company with respect to statements
made or incorporated by reference therein based on information supplied by
Parent specifically for inclusion or incorporation by reference in the Proxy
Statement.



                                       21
<PAGE>

          (g) Absence of Certain Changes or Events. Except for liabilities
incurred in connection with this Agreement or the transactions contemplated
hereby and except as permitted by Section 4.1(a), since January 1, 1997, the
Company and its subsidiaries have conducted their business only in the ordinary
course or as disclosed in any Company SEC Document filed since such date and
prior to the date hereof (as amended to the date hereof, "Company Filed SEC
Documents"), and there has not been (i) any material adverse change in the
Company, including, but not limited to, any material adverse change arising from
or relating to fraudulent or unauthorized activity, (ii) any declaration,
setting aside or payment of any dividend or other distribution (whether in cash,
stock or property) with respect to any of the Company's capital stock, other
than regular quarterly cash dividends on the Company Common Stock and dividends
payable on the Company Preferred Stock in accordance with their terms, (iii) any
split, combination or reclassification of any of the Company's capital stock or
any issuance or the authorization of any issuance of any other securities in
respect of, in lieu of or in substitution for shares of the Company's capital
stock, except for issuances of Company Common Stock upon conversion of Company
Convertible Securities or upon the exercise of Company Employee Stock Options,
in each case awarded prior to the date hereof in accordance with their present
terms, (iv) prior to the date hereof (A) any granting by the Company or any of
its subsidiaries to any current or former director, executive officer or other
key employee of the Company or its subsidiaries of any increase in compensation,
bonus or other benefits, except for increases in the ordinary course of
business, (B) any granting by the Company or any of its subsidiaries to any such
current or former director, executive officer or key employee of any increase in
severance or termination pay, or (C) any entry by the Company or any of its
subsidiaries into, or any amendment of, any employment, deferred compensation,
consulting, severance, termination or indemnification agreement with any such
current or former director, executive officer or key employee, (v) except
insofar as may have been disclosed in Company Filed SEC Documents or required by
a change in GAAP, any change in accounting methods, principles or practices by
the Company affecting its assets, liabilities or business, or (vi) except
insofar as may have been disclosed in Company Filed SEC Documents, any tax
election by the Company or its subsidiaries or any settlement or compromise of
any income tax liability by the Company or its subsidiaries.


                                       22
<PAGE>

          (h) Compliance with Applicable Laws; Litigation. (i) The Company, its
subsidiaries and employees hold all permits, licenses, variances, exemptions,
orders, registrations and approvals of all Governmental Entities which are
required for the operation of the businesses of the Company and its subsidiaries
(the "Company Permits"). The Company and its subsidiaries are in compliance with
the terms of the Company Permits and all applicable statutes, laws, ordinances,
rules and regulations. As of the date of this Agreement, except as disclosed in
the Company SEC Documents or set forth in Section 3.3(h) of the Company
Disclosure Schedule, no action, demand, requirement or investigation by any
Governmental Entity and no suit, action or proceeding by any person, in each
case with respect to the Company or any of its subsidiaries or any of their
respective properties is pending or, to the knowledge (as defined in Section
8.3) of the Company, threatened, other than, in each case, those the outcome of
which individually or in the aggregate would not reasonably be expected to
impair the ability of the Company to perform its obligations under this
Agreement or prevent or materially delay the consummation of any of the
transactions contemplated by this Agreement.

               (ii) Neither the Company nor any of its subsidiaries is subject
     to any outstanding order, injunction or decree or is a party to any written
     agreement, consent agreement or memorandum of understanding with, or is a
     party to any commitment letter or similar undertaking to, or is subject to
     any order or directive by, or is a recipient of any supervisory letter from
     or has adopted any resolutions at the request of any Governmental Entity
     that restricts the conduct of its business or that in any manner relates to
     its capital adequacy, its credit policies, its management or its business
     (each, a "Regulatory Agreement"), nor has the Company or any of its
     subsidiaries or affiliates (as defined in Section 8.3) (A) been advised
     since January 1, 1996 by any Governmental Entity that it is considering
     issuing or requesting any such Regulatory Agreement or (B) have knowledge
     of any pending or threatened regulatory investigation. After the date of
     this Agreement, no matters referred to in this Section 3.3(h) shall have
     arisen.



                                       23
<PAGE>

          (i) Absence of Changes in Benefit Plans. The Company has provided to
Parent a true and complete list of (i) all severance and employment agreements
of the Company with directors or executive officers or key employees, (ii) all
severance programs, policies and practices of each of the Company and each of
its Significant Subsidiaries, and (iii) all plans or arrangements of the Company
and each of its Significant Subsidiaries relating to its current or former
employees, officers or directors which contain change in control provisions.
Since January 1, 1997 there has not been any adoption or amendment in any
respect by the Company or any of its subsidiaries of any equity-based Company
Benefit Plan. For purposes of this Agreement, "Company Benefit Plan" shall mean
collective bargaining agreement, employment agreement, consulting agreement,
severance agreement or any material bonus, pension, profit sharing, deferred
compensation, incentive compensation, stock ownership, stock purchase, stock
option, phantom stock, retirement, vacation, severance, disability, death
benefit, hospitalization, medical or other plan, arrangement or understanding
providing benefits to any current or former employee, officer or director of the
Company or any of its wholly owned subsidiaries. Since January 1, 1997, there
has not been any change in any actuarial or other assumptions used to calculate
funding obligations with respect to any Company pension plans or post-retirement
benefit plans, or any change in the manner in which contributions to any Company
pension plans or post-retirement benefit plans are made or the basis on which
such contributions are determined which, individually or in the aggregate, would
result in an increase of the Company's or its subsidiaries' liabilities
thereunder.


                                       24
<PAGE>

          (j) ERISA Compliance. (i) With respect to Company Benefit Plans, no
event has occurred and, to the knowledge of the Company, there exists no
condition or set of circumstances, in connection with which the Company or any
of its subsidiaries could be subject to any liability that individually or in
the aggregate would have an adverse effect on the Company under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), the Code or any
other applicable law.

               (ii) Each Company Benefit Plan has been administered in
     accordance with its terms. The Company, its subsidiaries and all the
     Company Benefit Plans have been operated, and are in compliance with the
     applicable provisions of ERISA, the Code and all other applicable laws and
     the terms of all applicable collective bargaining agreements.

               (iii) Neither the Company nor any trade or business, whether or
     not incorporated (an "ERISA Affiliate"), which together with the Company
     would be deemed a "single employer" within the meaning of Section 4001(b)
     of ERISA, has incurred any unsatisfied liability under Title IV of ERISA in
     connection with any Company Benefit Plan and no condition exists that
     presents a risk to the Company or any ERISA Affiliate of incurring any such
     liability (other than liability for premiums to the Pension Benefit
     Guaranty Corporation arising in the ordinary course). No Company Benefit
     Plan has incurred an "accumulated funding deficiency" (within the meaning
     of Section 302 of ERISA or Section 412 of the Code) whether or not waived.

               (iv) No Company Benefit Plan is subject to Title IV of ERISA. No
     Company Benefit Plan is a "multiemployer plan" within the meaning of
     Section 3(37) of ERISA.



                                       25
<PAGE>

               (v) Except as set forth in Section 3.3(j) of the Company
     Disclosure Schedule and except for the Company's Post-Retirement Medical
     Benefit Plan, no Company Benefit Plan provides medical benefits (whether or
     not insured), with respect to current or former employees after retirement
     or other termination of service (other than coverage mandated by applicable
     law or benefits, the full cost of which is borne by the current or former
     employee).

               (vi) Except for the Company's Post-Retirement Medical Benefit
     Plan, each Company Benefit Plan which is a welfare benefit plan as defined
     in Section 3(1) of ERISA (including any such plan covering former employees
     of the Company or any subsidiary of the Company) may be amended or
     terminated by the Company and Parent on or at any time after the Closing
     Date.

               (vii) As of the date of this Agreement, neither the Company nor
     any of its subsidiaries is a party to any collective bargaining or other
     labor union contract applicable to persons employed by the Company or any
     of its subsidiaries and no collective bargaining agreement is being
     negotiated by the Company or any of its subsidiaries. As of the date of
     this Agreement, there is no labor dispute, strike or work stoppage against
     the Company or any of its subsidiaries pending or, to the knowledge of the
     Company, threatened which may interfere with the respective business
     activities of the Company or any of its subsidiaries.

               (viii) No amounts payable under Company Benefit Plans will fail
     to be deductible for federal income tax purposes by virtue of section 280G
     of the Code. The consummation of the transactions contemplated by this
     Agreement will not, either alone or in combination with another event
     undertaken by the Company or any of its subsidiaries prior to the date
     hereof, (A) entitle any current or former employee or officer of the
     Company or any ERISA Affiliate to severance pay, unemployment compensation
     or any other payment, except as expressly provided in this Agreement, (B)
     accelerate the time of payment or vesting, or increase the amount of
     compensation due any such employee or officer or (C) constitute a "change
     in control" under any Company Benefit Plan, and the Company and its board
     of directors have taken all required actions to effect the foregoing.


                                       26
<PAGE>

          (k) Taxes. (i) Each of the Company and its subsidiaries has filed all
tax returns and reports required to be filed by it and all such returns and
reports are complete and correct in all respects, or requests for extensions to
file such returns or reports have been timely filed, granted and have not
expired. The Company and each of its subsidiaries has paid (or the Company has
paid on its behalf) all taxes (as defined herein) shown as due on such returns,
and the most recent financial statements contained in Company Filed SEC
Documents reflect an adequate reserve in accordance with GAAP for all taxes
payable by the Company and its subsidiaries for all taxable periods and portions
thereof accrued through the date of such financial statements.

               (ii) No deficiencies for any taxes have been proposed, asserted
     or assessed against the Company or any of its subsidiaries that are not
     adequately reserved for. The federal income tax returns of the Company and
     each of its subsidiaries consolidated in such returns for tax years through
     1986 have closed by virtue of the applicable statute of limitations.

               (iii) Neither the Company nor any of its subsidiaries has taken
     any action or knows of any fact, agreement, plan or other circumstance that
     is reasonably likely to prevent the Merger from qualifying as a
     reorganization within the meaning of Section 368(a) of the Code.

               (iv) As used in this Agreement, "taxes" shall include all (x)
     federal, state, local or foreign income, property, sales, excise and other
     taxes or similar governmental charges, including any interest, penalties or
     additions with respect thereto, (y) liability for the payment of any
     amounts of the type described in (x) as a result of being a member of an
     affiliated, consolidated, combined or unitary group, and (z) liability for
     the payment of any amounts as a result of being party to any tax sharing
     agreement or as a result of any express or implied obligation to indemnify
     any other person with respect to the payment of any amounts of the type
     described in clause (x) or (y).



                                       27
<PAGE>

          (l) Voting Requirements. The affirmative vote at the Company
Stockholders Meeting (the "Company Stockholder Approval") of a (i) majority of
the voting power of all outstanding shares of Company Common Stock and Company
Series A Convertible Preferred Stock, voting together as a single class, and
(ii) two-thirds of the number of outstanding shares of Company Preferred Stock
(with all series voting together as a single class) to adopt this Agreement are
the only votes of the holders of any class or series of the Company's capital
stock necessary to approve and adopt this Agreement and the transactions
contemplated hereby, including the Merger.

          (m) State Takeover Statutes. The Board of Directors of the Company has
approved this Agreement and the Voting Agreement and the transactions
contemplated hereby and thereby and, assuming the accuracy of Parent's
representation and warranty contained in Section 3.4(n), such approval
constitutes approval of the Merger and the Voting Agreement and the other
transactions contemplated hereby and thereby by the Company Board of Directors
under the provisions of Section 203 of the DGCL such that Section 203 of the
DGCL does not apply to this Agreement and the Voting Agreement and the
transactions contemplated hereby and thereby. To the knowledge of the Company,
no other state takeover statute is applicable to the Merger or the Voting
Agreement or the other transactions contemplated hereby or thereby.

          (n) Accounting Matters. The Company has disclosed to its independent
public accountants all actions taken by it or its subsidiaries that would impact
the accounting of the business combination to be effected by the Merger as a
pooling of interests. As of the date hereof, the Company, based on advice from
its independent public accountants, believes that the Merger will qualify for
"pooling of interests" accounting. In connection with the foregoing, the Company
has received a letter from the Company's independent accountants stating that
accounting for the Merger as a pooling of interests under Opinion 16 of the
Accounting Principles Board and applicable SEC rules and regulations is
appropriate if the Merger is closed and consummated as contemplated by this
Agreement.

          (o) Brokers. No broker, investment banker, financial advisor or other
person is entitled to any broker's, finder's, financial advisor's or other
similar fee or commission in connection with the transactions contemplated by
this Agreement based upon arrangements made by or on behalf of the Company.


                                       28
<PAGE>

          (p) Ownership of Parent Capital Stock. Except for shares owned by
Company Benefit Plans or shares held or managed for the account of another
person or as to which the Company is required to act as a fiduciary or in a
similar capacity or as otherwise disclosed in the Company SEC Documents, as of
the date hereof, neither the Company nor, to its knowledge without independent
investigation, any of its affiliates, (i) beneficially owns (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, or (ii) except as set
forth in Section 3.3(p) of the Company Disclosure Schedule, is party to any
agreement, arrangement or understanding for the purpose of acquiring, holding,
voting or disposing of, in each case, shares of capital stock of Parent, other,
in each case, than the shares of Parent capital stock held, directly or
indirectly, in trust accounts, managed accounts or the like or held for the
account of another person.

          (q) Intellectual Property. (i) The Company and its subsidiaries own or
have a valid license to use all trademarks, service marks and trade names
(including any registrations or applications for registration of any of the
foregoing) (collectively, the "Company Intellectual Property") necessary to
carry on its business substantially as currently conducted and the consummation
of the Merger and the other transactions contemplated hereby will not result in
the loss of any such rights.

          (ii) The consummation of the Merger and the other transactions
     contemplated hereby will not result in the loss of any rights to use
     computer and telecommunication software including source and object code
     and documentation and any other media (including, without limitation,
     manuals, journals and reference books) necessary to carry on its business
     substantially as currently conducted.

          (r) Certain Contracts. Except as set forth in the Company SEC
Documents filed prior to the date hereof or as permitted pursuant to Section
4.1(a), neither the Company nor any of its subsidiaries is a party to or bound
by (i) any agreement relating to the incurring of indebtedness (including sale
and leaseback and capitalized lease transactions and other similar financing
transactions) providing for payment or repayment in excess of $1 billion, other
than such agreements relating to indebtedness incurred in the ordinary course of
business of the Company's subsidiaries to finance their securities and commodity
portfolio positions, (ii) any "material contract" (as such term is defined in
Item 601(b)(10) of Regulation S-K of the SEC), or (iii) any non-competition
agreement or any other agreement or obligation which purports to limit in any
respect the manner in which, or the localities in which, all or any substantial
portion of the business of the Company and its subsidiaries, taken as a whole,
is or would be conducted (the agreements, contracts and obligations specified in
clauses (ii) and (iii) above, collectively the "Company Material Contracts").


                                       29
<PAGE>

          (s) Rights Agreement. The Company has taken all action (including, if
required, amending or terminating the Rights Agreement) so that the entering
into of this Agreement and the Voting Agreement and the consummation of the
transactions contemplated hereby and thereby do not and will not enable or
require the Company Rights to be exercised or distributed.

          (t) Environmental Liability. Except as set forth in the Company SEC
Documents or the Company Disclosure Schedule, there are no legal,
administrative, arbitral or other proceedings, claims, actions, causes of
action, private environmental investigations or remediation activities or
governmental investigations of any nature seeking to impose on the Company or
any of its subsidiaries, or that reasonably could be excepted to result in the
imposition on the Company or any of its subsidiaries of, any liability or
obligation arising under applicable common law standards relating to pollution
or protection of the environment, human health or safety, or under any local,
state or federal environmental statute, regulation, ordinance, decree, judgment
or order relating to pollution or protection of the environment including,
without limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended (collectively, the "Environmental Laws"),
pending or, to the knowledge of the Company, threatened, against the Company or
any of its subsidiaries. To the knowledge of the Company, each of the Company
and each of its subsidiaries is, and each former subsidiary of the Company was,
for so long as such subsidiary was a subsidiary of the Company, in compliance
with all Environmental Laws and has or at such time had all permits required
under Environmental Laws and there is no reasonable basis for any proceeding,
claim, action or governmental investigation under any Environmental Law that
would impose any liability or obligation on the Company or its subsidiaries
based on any failure to have, obtain or comply with such permits. Except as set
forth in the Company SEC Documents or the Company Disclosure Schedule, neither
the Company nor any of its subsidiaries is subject to any agreement (including
any indemnification agreement), order, judgment, decree, letter or memorandum by
or with any court, governmental authority, regulatory agency or third party
imposing any material liability or obligation pursuant to or under any
Environmental Law.


                                       30
<PAGE>

          (u) Derivative Transactions. (i) All Derivative Transactions (as
defined below) entered into by the Company or any of its subsidiaries were
entered into in accordance with applicable rules, regulations and policies of
any regulatory authority, and in accordance with the Policies, Practices and
Procedures (as defined in Section 3.3(v)), and were entered into with
counterparties believed at the time to be financially responsible and able to
understand (either alone or in consultation with their advisers) and to bear the
risks of such Derivative Transactions.

                   (ii) For purposes of this Section 3.3(u), "Derivative
     Transactions" means any swap transaction, option, warrant, forward purchase
     or sale transaction, futures transaction, cap transaction, floor
     transaction or collar transaction relating to one or more currencies,
     commodities, bonds, equity securities, loans, interest rates,
     credit-related events or conditions or any indexes, or any other similar
     transaction (including any option with respect to any of these
     transactions) or combination of any of these transactions, including
     collateralized mortgage obligations or other similar instruments or any
     debt or equity instruments evidencing or embedding any such types of
     transactions, and any related credit support, collateral or other similar
     arrangements related to such transactions.


                                       31
<PAGE>

          (v) Investment Securities and Commodities. (i) Each of the Company and
its subsidiaries has good title to all securities and commodities owned by it
(except those sold under repurchase agreements or held in any fiduciary or
agency capacity), free and clear of any Lien, except to the extent such
securities or commodities are pledged in the ordinary course of business to
secure obligations of the Company or its subsidiaries. Such securities and
commodities are valued on the books of the Company in accordance with GAAP.

                   (ii) The Company and its subsidiaries and their respective
     businesses employ investment, securities, commodities, risk management and
     other policies, practices and procedures (the "Policies, Practices and
     Procedures") which the Company believes are prudent and reasonable in the
     context of such businesses. Prior to the date hereof, the Company has
     identified to Parent in writing, in the form previously agreed between the
     parties, those material Policies, Practices and Procedures which are
     capable of identification as of the date hereof and, as soon as reasonably
     practicable after the date hereof, the Company and its subsidiaries will
     have disclosed to Parent or its representatives those material Policies,
     Practices and Procedures with respect to which Parent or its
     representatives reasonably request disclosure, including the
     previously-agreed information, that are not capable of identification as of
     the date hereof, it being understood by Parent that many of the Policies,
     Practices and Procedures are not in writing and that such disclosure of
     such requested non-written Policies, Practices and Procedures will be made
     orally and reduced to writing. Parent agrees to keep all such disclosure
     confidential in accordance with the terms of the Confidentiality Agreements
     (as defined in Section 5.4).

          (w) Ineligible Persons. Neither the Company, nor, to the knowledge of
the Company, any "affiliated person" (as defined in the Investment Company Act)
of the Company, is ineligible pursuant to Section 9(a) or 9(b) of the Investment
Company Act to serve as an investment advisor (or in any other capacity
contemplated by the Investment Company Act) to a registered investment company.
Neither the Company nor, to the knowledge of the Company, any "person associated
with an investment adviser" (as defined in the Investment Advisers Act) of the
Company, is ineligible pursuant to Section 203 of the Investment Advisers Act to
serve as an investment advisor or as an associated person to a registered
investment adviser. To the knowledge of the Company, neither the Company nor any
"associated person of a broker or dealer" (as defined in the Exchange Act) of
the Company, is ineligible pursuant to Section 15(b) of the Exchange Act to
serve as a broker-dealer or as an associated person to a registered
broker-dealer.


                                       32
<PAGE>

          SECTION 3.4 Representations and Warranties of Parent. Subject to
Sections 3.1 and 3.2 and except as disclosed in the Parent Filed SEC Documents
(as defined in Section 3.4(g)) or as set forth on the Parent Disclosure Schedule
and making reference to the particular subsection of this Agreement to which
exception is being taken (regardless of whether such subsection refers to the
Parent Disclosure Schedule), Parent represents and warrants to the Company as
follows:

          (a) Organization, Standing and Corporate Power. (i) Each of Parent and
its subsidiaries (including Sub) is a corporation or other legal entity duly
organized, validly existing and in good standing (with respect to jurisdictions
which recognize such concept) under the laws of the jurisdiction in which it is
organized and has the requisite corporate or other power, as the case may be,
and authority to carry on its business as now being conducted, except, as to
subsidiaries, for those jurisdictions where the failure to be duly organized,
validly existing and in good standing individually or in the aggregate would not
have a material adverse effect on Parent. Each of Parent and its subsidiaries is
duly qualified or licensed to do business and is in good standing (with respect
to jurisdictions which recognize such concept) in each jurisdiction in which the
nature of its business or the ownership, leasing or operation of its properties
makes such qualification or licensing necessary, except for those jurisdictions
where the failure to be so qualified or licensed or to be in good standing
individually or in the aggregate would not have a material adverse effect on
Parent.

               (ii) Parent has delivered to the Company prior to the execution
     of this Agreement complete and correct copies of its certificate of
     incorporation and by-laws, as amended to date.

               (iii) In all material respects, the minute books of Parent
     contain accurate records of all meetings and accurately reflect all other
     actions taken by the stockholders, the Board of Directors and all
     committees of the Board of Directors of Parent since January 1, 1994.

                                       33
<PAGE>

          (b) Subsidiaries. Exhibit 21 to Parent's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996 includes all the Significant
Subsidiaries of Parent as of the date of this Agreement. Except as set forth in
Section 3.4(b) of the Parent Disclosure Schedule, all the outstanding shares of
capital stock of, or other equity interests in, each such Significant Subsidiary
have been validly issued and are fully paid and nonassessable; are owned
directly or indirectly by Parent, free and clear of all Liens; and are free of
any other restriction on the right to vote, sell or otherwise dispose of such
capital stock or other ownership interests that would prevent the operation by
the Surviving Corporation of such Significant Subsidiary's business as currently
conducted.

          (c) Capital Structure. The authorized capital stock of Parent consists
of 1,500,000,000 shares of Parent Common Stock and 30,000,000 shares of
preferred stock, par value $1.00 per share, of Parent ("Parent Authorized
Preferred Stock"), of which 1,200,000 shares have been designated as 8.125%
Cumulative Preferred Stock, Series A ("Parent Series A Preferred Stock"),
2,500,000 shares have been designated as 5.50% Convertible Preferred Stock,
Series B ("Parent Series B Preferred Stock"), 8,000,000 shares have been
designated as $4.53 ESOP Convertible Preferred Stock, Series C ("Parent Series C
Preferred Stock"), 7,500,000 shares have been designated as 9.25% Preferred
Stock, Series D ("Parent Series D Preferred Stock"), 1,600,000 shares have been
designated as 6.365% Cumulative Preferred Stock, Series F ("Parent Series F
Preferred Stock"), 800,000 shares have been designated as 6.213% Cumulative
Preferred Stock, Series G ("Parent Series G Preferred Stock"), 800,000 shares
have been designated as 6.231% Cumulative Preferred Stock, Series H ("Parent
Series H Preferred Stock"), 5,000 shares have been designated as Cumulative
Adjustable Rate Preferred Stock, Series Y ("Parent Series Y Preferred Stock")
and 4,444 shares have been designated as $45,000 Cumulative Redeemable Preferred


                                       34
<PAGE>

Stock, Series Z ("Parent Series Z Preferred Stock"). At the close of business on
August 31, 1997: (i) 640,258,150 shares of Parent Common Stock were issued and
outstanding; (ii) 111,848,134 shares of Parent Common Stock were held by Parent
in its treasury or by subsidiaries of Parent; (iii) no shares of Parent Series A
Preferred Stock were issued and outstanding; (iv) no shares of Parent Series B
Preferred Stock were issued and outstanding; (v) 2,925,921 shares of Parent
Series C Preferred Stock were issued and outstanding; (vi) no shares of Parent
Series D Preferred Stock were issued and outstanding; (vii) 1,600,000 shares of
Parent Series F Preferred Stock were issued and outstanding (evidenced by
8,000,000 depositary shares, each of which represents a one-fifth interest in a
share of Parent Series F Preferred Stock); (viii) 800,000 shares of Parent
Series G Preferred Stock were issued and outstanding (evidenced by 4,000,000
depositary shares, each of which represents a one-fifth interest in a share of
Parent Series G Preferred Stock); (ix) 800,000 shares of Parent Series H
Preferred Stock were issued and outstanding (evidenced by 4,000,000 depositary
shares, each of which represents a one-fifth interest in a share of Parent
Series H Preferred Stock); (x) 2,262 shares of Parent Series Y Preferred Stock
were issued and outstanding; (xi) no shares of Parent Series Z Preferred Stock
were issued and outstanding; (xii) 6,959,368 shares of Parent Common Stock were
reserved for issuance pursuant to outstanding warrants to purchase shares of
Parent Common Stock at an exercise price of $19.50 per share, which warrants are
exercisable until July 31, 1998 (collectively with the Parent Series C Preferred
Stock, the "Parent Convertible Securities"); (xiii) 4,724,222 shares were
reserved for issuance upon conversion of the Parent Series C Preferred Stock;
(xiv) shares of Parent Common Stock reserved for issuance pursuant to the
stock-based plans identified in Section 3.4(c) of the Parent Disclosure Schedule
(such plans, collectively, the "Parent Stock Plans"), of which 42,057,074 shares
are subject to outstanding employee stock options or other rights to purchase or
receive Parent Common Stock granted under the Parent Stock Plans (collectively,
"Parent Employee Stock Options"); and (xv) other than as set forth above, no
other shares of Parent Authorized Preferred Stock have been designated or


                                       35
<PAGE>

issued. All outstanding shares of capital stock of Parent are, and all shares
thereof which may be issued pursuant to this Agreement or otherwise will be,
when issued, duly authorized, validly issued, fully paid and nonassessable and
not subject to preemptive rights. Except as set forth in this Section 3.4(c) and
except for changes since August 31, 1997 resulting from the issuance of shares
of Parent Common Stock pursuant to the Parent Stock Plans, Parent Employee Stock
Options or Parent Convertible Securities and other rights referred to in this
Section 3.4(c), as of the date hereof, (x) there are not issued, reserved for
issuance or outstanding (A) any shares of capital stock or other voting
securities of Parent, (B) any securities of Parent or any Parent subsidiary
convertible into or exchangeable or exercisable for shares of capital stock or
voting securities of Parent, (C) any warrants, calls, options or other rights to
acquire from Parent or any Parent subsidiary, and any obligation of Parent or
any Parent subsidiary to issue, any capital stock, voting securities or
securities convertible into or exchangeable or exercisable for capital stock or
voting securities of Parent, and (y) there are no outstanding obligations of
Parent or any Parent subsidiary to repurchase, redeem or otherwise acquire any
such securities or to issue, deliver or sell, or cause to be issued, delivered
or sold, any such securities. As of the date hereof, except with respect to
Travelers Property Casualty Corp., there are no outstanding (A) securities of
Parent or any Parent subsidiary convertible into or exchangeable or exercisable
for shares of capital stock or other voting securities in any Parent subsidiary,
(B) warrants, calls, options or other rights to acquire from Parent or any
Parent subsidiary, and any obligation of Parent or any Parent subsidiary to
issue, any capital stock, voting securities or other ownership interests in, or
any securities convertible into or exchangeable or exercisable for any capital
stock, voting securities or ownership interests in, any Parent subsidiary or (C)
obligations of Parent or any Parent subsidiary to repurchase, redeem or
otherwise acquire any such outstanding securities of Parent subsidiaries or to
issue, deliver or sell, or cause to be issued, delivered or sold, any such
securities. To Parent's knowledge, except as set forth in Section 3.4(c) of the
Parent Disclosure Schedule, neither Parent nor any Parent subsidiary is a party
to any agreement restricting the transfer of, relating to the voting of,
requiring registration of, or granting any preemptive or, except as provided by
the terms of Parent Stock Plans, Parent Employee Stock Options and Parent
Convertible Securities, antidilutive rights with respect to, any securities of
the type referred to in the two preceding sentences.


                                       36
<PAGE>

          (d) Authority; Noncontravention. Parent and Sub each has all requisite
corporate power and authority to enter into this Agreement and to consummate the
transactions contemplated by this Agreement. The execution and delivery of this
Agreement by each of Parent and Sub and the consummation by each of Parent and
Sub of the transactions contemplated by this Agreement have been duly authorized
by all necessary corporate action on the part of Parent and Sub. This Agreement
has been duly executed and delivered by each of Parent and Sub and, assuming the
due authorization, execution and delivery by the Company, constitutes the legal,
valid and binding obligation of each of Parent and Sub, enforceable against each
of Parent and Sub in accordance with its terms. The execution and delivery of
this Agreement does not, and the consummation of the transactions contemplated
by this Agreement and compliance with the provisions of this Agreement will not,
conflict with, or result in any violation of, or default (with or without notice
or lapse of time, or both) under, or give rise to a right of termination,
cancellation or acceleration of any obligation or loss of a benefit under, or
result in the creation of any Lien upon any of the properties or assets of
Parent or any of its subsidiaries (including Sub) under, (i) the certificate of
incorporation or by-laws of Parent or the comparable organizational documents of
any of its Significant Subsidiaries (including Sub), (ii) any loan or credit
agreement, note, bond, mortgage, indenture, lease or other agreement,
instrument, permit, concession, franchise, license or similar authorization
applicable to Parent or any of its subsidiaries (including Sub) or their
respective properties or assets or (iii) subject to the governmental filings and
other matters referred to in the following sentence, any judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to Parent or any
of its subsidiaries (including Sub) or their respective properties or assets,
other than, in the case of clauses (ii) and (iii), any such conflicts,
violations, defaults, rights, losses or Liens that individually or in the
aggregate would not (x) have a material adverse effect on Parent or (y)
reasonably be expected to impair the ability of Parent to perform its
obligations under this Agreement. No consent, approval, order or authorization
of, action by, or in respect of, or registration, declaration or filing with,
any Governmental Entity is required by or with respect to Parent or any of its
subsidiaries (including Sub) in connection with the execution and delivery of
this Agreement by each of Parent or Sub or the consummation by Parent and Sub of
the transactions contemplated by this Agreement, except for (1) the filing of a
pre-merger notification and report form by Parent under the HSR Act; (2) the
filing with the SEC of (A) the Form S-4 and (B) such reports under Section
13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in
connection with this Agreement and the transactions contemplated by this
Agreement; (3) the filing of the Certificate of Merger with the Secretary of
State of Delaware and such filings with Governmental Entities to satisfy the
applicable requirements of the laws of states in which Parent and its
subsidiaries are qualified or licensed to do business or state securities or
"blue sky" laws; (4) such filings with and approvals of the NYSE and the Pacific
Stock Exchange (the "PSE") to permit the shares of Parent Common Stock to be
issued in the Merger and under the Company Stock Plans to be listed on the NYSE
and the PSE and to permit the depositary shares representing the Parent New
Preferred Stock that are to be issued in the Merger to be listed on the NYSE (to
the extent the corresponding depositary shares representing Company Preferred
Stock were listed on the NYSE immediately prior to the Effective Time); (5)
filings in respect of, and approvals and authorizations of, any Governmental
Entity having jurisdiction over the securities, commodities, banking, insurance,
or other financial services businesses; and (6) such consents, approvals, orders
or authorizations the failure of which to be made or obtained individually or in
the aggregate would not (x) have a material adverse effect on Parent or (y)
reasonably be expected to impair the ability of Parent to perform its
obligations under this Agreement.

                                       37
<PAGE>

          (e) SEC Documents; Undisclosed Liabilities. Since January 1, 1995,
Parent has filed all required reports, schedules, forms, statements and other
documents (including exhibits and all other information incorporated therein)
with the SEC (the "Parent SEC Documents"). As of their respective dates, the
Parent SEC Documents complied in all material respects with the requirements of
the Securities Act or the Exchange Act, as the case may be, and the rules and
regulations of the SEC promulgated thereunder applicable to such Parent SEC
Documents, and none of the Parent SEC Documents when filed (as amended and
restated and as supplemented by subsequently filed Parent SEC Documents)
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. The financial statements of Parent included in the Parent SEC
Documents complied as to form, as of their respective dates of filing with the
SEC, in all material respects with applicable accounting requirements and the
published rules and regulations of the SEC with respect thereto, have been
prepared in accordance with GAAP (except, in the case of unaudited statements,
as permitted by Form 10-Q of the SEC) applied on a consistent basis during the
periods involved (except as may be indicated in the notes thereto) and fairly
present the consolidated financial position of Parent and its consolidated
subsidiaries as of the dates thereof and the consolidated results of their
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments). Except (i) as
reflected in such financial statements or in the notes thereto or (ii) for
liabilities incurred in connection with this Agreement or the transactions
contemplated hereby, neither Parent nor any of its subsidiaries has any
liabilities or obligations of any nature which, individually or in the
aggregate, would have a material adverse effect on Parent.


                                       38
<PAGE>

          (f) Information Supplied. None of the information supplied or to be
supplied by Parent specifically for inclusion or incorporation by reference in
(i) the Form S-4 will, at the time the Form S-4 becomes effective under the
Securities Act, contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading or (ii) the Proxy Statement will, at the date
it is first mailed to the Company's stockholders or at the time of the Company
Stockholders Meeting, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they are
made, not misleading. The Form S-4 and the Proxy Statement will comply as to
form in all material respects with the requirements of the Securities Act and
the Exchange Act and the rules and regulations thereunder, except that no
representation or warranty is made by Parent with respect to statements made or
incorporated by reference therein based on information supplied by the Company
specifically for inclusion or incorporation by reference in the Form S-4 or the
Proxy Statement.

                                       39
<PAGE>

          (g) Absence of Certain Changes or Events. Except for liabilities
incurred in connection with this Agreement or the transactions contemplated
hereby, and except as permitted by Section 4.1(b), since January 1, 1997, Parent
and its subsidiaries have conducted their business only in the ordinary course
or as disclosed in any Parent SEC Document filed since such date and prior to
the date hereof (as amended to the date hereof, the "Parent Filed SEC
Documents"), and there has not been (i) any material adverse change in Parent,
including, but not limited to, any material adverse change arising from or
relating to fraudulent or unauthorized activity, (ii) any declaration, setting
aside or payment of any dividend or other distribution (whether in cash, stock
or property) with respect to any of Parent's capital stock, other than regular
quarterly cash dividends on the Parent Common Stock and dividends payable on
Parent's preferred stock in accordance with their terms, (iii) any split,
combination or reclassification of any of Parent's capital stock or any issuance
or the authorization of any issuance of any other securities in respect of, in
lieu of or in substitution for shares of Parent's capital stock, except for
issuances of Parent Common Stock upon exercise of Parent Employee Stock Options,
upon conversion of Parent Convertible Securities or in accordance with the terms
of the Parent Stock Plans, (iv) except insofar as may have been disclosed in
Parent Filed SEC Documents or required by a change in GAAP, any change in
accounting methods, principles or practices by Parent affecting its assets,
liabilities or business or (v) except insofar as may have been disclosed in the
Parent Filed SEC Documents, any tax election by Parent or its subsidiaries or
any settlement or compromise of any income tax liability by Parent or its
subsidiaries.


                                       40
<PAGE>

          (h) Compliance with Applicable Laws; Litigation. (i) Parent, its
subsidiaries and employees hold all permits, licenses, variances, exemptions,
orders, registrations and approvals of all Governmental Entities which are
required for the operation of the businesses of Parent and its subsidiaries (the
"Parent Permits"). Parent and its subsidiaries are in compliance with the terms
of the Parent Permits and all applicable statutes, laws, ordinances, rules and
regulations. As of the date of this Agreement, except as disclosed in Parent SEC
Documents or set forth in Section 3.4(h) of the Parent Disclosure Schedule, no
action, demand, requirement or investigation by any Governmental Entity and no
suit, action or proceeding by any person, in each case with respect to Parent or
any of its subsidiaries or any of their respective properties, is pending or, to
the knowledge of Parent, threatened, other than, in each case, those the outcome
of which individually or in the aggregate would not reasonably be expected to
impair the ability of Parent to perform its obligations under this Agreement or
prevent or materially delay the consummation of any of the transactions
contemplated by this Agreement.

               (ii) Neither Parent nor any of its subsidiaries is subject to any
     outstanding order, injunction or decree or is a party to any Regulatory
     Agreement, nor has Parent or any of its subsidiaries or affiliates (A) been
     advised since January 1, 1996 by any Governmental Entity that it is
     considering issuing or requesting any such Regulatory Agreement or (B) have
     knowledge of any pending or threatened regulatory investigation. After the
     date of this Agreement, no matters referred to in this Section 3.4(h) shall
     have arisen.

          (i) Absence of Changes in Benefit Plans. Except as set forth in
Section 3.4(i) of the Parent Disclosure Schedule, since January 1, 1997 there
has not been any adoption or amendment in any respect by Parent or any of its
subsidiaries of any equity-based Parent Benefit Plan. For purposes of this
Agreement, "Parent Benefit Plan" shall mean collective bargaining agreement,
employment agreement, consulting agreement, severance agreement or any material
bonus, pension, profit sharing, deferred compensation, incentive compensation,
stock ownership, stock purchase, stock option, phantom stock, retirement,
vacation, severance, disability, death benefit, hospitalization, medical or
other plan, arrangement or understanding providing benefits to any current or
former employee, officer or director of the Parent or any of its wholly owned
subsidiaries. Since January 1, 1997, there has not been any change in any
actuarial or other assumptions used to calculate funding obligations with
respect to any Parent pension plans or post-retirement benefit plans, or any
change in the manner in which contributions to any Parent pension plans or
post-retirement benefit plans are made or the basis on which such contributions
are determined which, individually or in the aggregate, would result in an
increase of the Parent's or its subsidiaries' liabilities thereunder.

                                       41
<PAGE>

          (j) ERISA Compliance. (i) With respect to Parent Benefit Plans, no
event has occurred and, to the knowledge of Parent, there exists no condition or
set of circumstances, in connection with which Parent or any of its subsidiaries
could be subject to any liability that individually or in the aggregate would
have an adverse effect on Parent under ERISA, the Code or any other applicable
law.

               (ii) Each Parent Benefit Plan has been administered in accordance
     with its terms. Parent, its subsidiaries and all the Parent Benefit Plans
     have been operated, and are in compliance with the applicable provisions of
     ERISA, the Code and all other applicable laws and the terms of all
     applicable collective bargaining agreements.

               (iii) Neither Parent nor any trade or business, whether or not
     incorporated (an "ERISA Affiliate"), which together with Parent would be
     deemed a "single employer" within the meaning of Section 4001(b) of ERISA,
     has incurred any unsatisfied liability under Title IV of ERISA in
     connection with any Parent Benefit Plan and no condition exists that
     presents a risk to Parent or any ERISA Affiliate of incurring any such
     liability (other than liability for premiums to the Pension Benefit
     Guaranty Corporation arising in the ordinary course). No Parent Benefit
     Plan has incurred an "accumulated funding deficiency" (within the meaning
     of Section 302 of ERISA or Section 412 of the Code) whether or not waived.

               (iv) Except as set forth in Section 3.4(j) of the Parent
     Disclosure Schedule, no Parent Benefit Plan is subject to Title IV of
     ERISA. No Parent Benefit Plan is a "multiemployer plan" within the meaning
     of Section 3(37) of ERISA.



                                       42
<PAGE>

               (v) Except as set forth in Section 3.4(j) of the Parent
     Disclosure Schedule, no Parent Benefit Plan provides medical benefits
     (whether or not insured), with respect to current or former employees after
     retirement or other termination of service (other than coverage mandated by
     applicable law or benefits, the full cost of which is borne by the current
     or former employee).

               (vi) Each Parent Benefit Plan which is a welfare benefit plan as
     defined in Section 3(1) of ERISA (including any such plan covering former
     employees of Parent or any subsidiary of the Parent) may be amended or
     terminated by Parent or any subsidiary of Parent on or at any time after
     the Closing Date.

               (vii) As of the date of this Agreement, neither Parent nor any of
     its subsidiaries is a party to any collective bargaining or other labor
     union contract applicable to persons employed by Parent or any of its
     subsidiaries and no collective bargaining agreement is being negotiated by
     Parent or any of its subsidiaries. As of the date of this Agreement, there
     is no labor dispute, strike or work stoppage against Parent or any of its
     subsidiaries pending or, to the knowledge of Parent, threatened which may
     interfere with the respective business activities of Parent or any of its
     subsidiaries.

               (viii) No amounts payable under Parent Benefit Plans will fail to
     be deductible for federal income tax purposes by virtue of section 280G of
     the Code. The consummation of the transactions contemplated by this
     Agreement will not, either alone or in combination with another event, (A)
     entitle any current or former employee or officer of Parent or any ERISA
     Affiliate to severance pay, unemployment compensation or any other payment,
     except as expressly provided in this Agreement, (B) accelerate the time of
     payment or vesting, or increase the amount of compensation due any such
     employee or officer or (C) constitute a "change in control" under any
     Parent Benefit Plan, and Parent and its board of directors have taken all
     required actions to effect the foregoing.


                                       43
<PAGE>

          (k) Taxes. (i) Each of Parent and its subsidiaries has filed all tax
returns and reports required to be filed by it and all such returns and reports
are complete and correct in all respects, or requests for extensions to file
such returns or reports have been timely filed, granted and have not expired.
Parent and each of its subsidiaries has paid (or Parent has paid on its behalf)
all taxes shown as due on such returns, and the most recent financial statements
contained in the Parent Filed SEC Documents reflect an adequate reserve in
accordance with GAAP for all taxes payable by Parent and its subsidiaries for
all taxable periods and portions thereof accrued through the date of such
financial statements.

               (ii) No deficiencies for any taxes have been proposed, asserted
     or assessed against Parent or any of its subsidiaries that are not
     adequately reserved for. The federal income tax returns of Parent and each
     of its subsidiaries consolidated in such returns for tax years through 1988
     have closed by virtue of the applicable statute of limitations, except as
     set forth on Schedule 3.4(k).

               (iii) Neither Parent nor any of its subsidiaries has taken any
     action or knows of any fact, agreement, plan or other circumstance that is
     reasonably likely to prevent the Merger from qualifying as a reorganization
     within the meaning of Section 368(a) of the Code.

          (l) Accounting Matters. Parent has disclosed to its independent public
accountants all actions taken by it or its subsidiaries that would impact the
accounting of the business combination to be effected by the Merger as a pooling
of interests. Parent, based on advice from its independent public accountants,
believes that the Merger will qualify for "pooling of interest" accounting. In
connection with the foregoing, Parent has received a letter from Parent's
independent accountants stating that accounting for the Merger as a pooling of
interests under Opinion 16 of the Accounting Principles Board and applicable SEC
rules and regulations is appropriate if the Merger is closed and consummated as
contemplated by this Agreement.

                                       44
<PAGE>

          (m) Brokers. No broker, investment banker, financial advisor or other
person is entitled to any broker's, finder's, financial advisor's or other
similar fee or commission in connection with the transactions contemplated by
this Agreement based upon arrangements made by or on behalf of Parent.

          (n) Ownership of Company Capital Stock. Except for shares owned by
Parent Benefit Plans or shares held or managed for the account of another person
or as to which Parent is required to act as a fiduciary or in a similar capacity
or as otherwise disclosed in the Parent SEC Documents, as of the date hereof,
except for the Voting Agreement, neither Parent nor, to its knowledge without
independent investigation, any of its affiliates, (i) beneficially owns (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, or (ii)
is party to any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of, in each case, shares of capital
stock of the Company, other, in each case, than the shares of the Company's
capital stock held directly or indirectly, in trust accounts, managed accounts
or the like or held for the account of another person.

          (o) Voting Requirements. Assuming the accuracy of the Company's
representation and warranty contained in Section 3.3(c), no vote of the holders
of Parent Common Stock or Parent's preferred stock is necessary to authorize the
issuance of Parent Common Stock or Parent New Preferred Stock pursuant to the
Merger or otherwise in connection with the transactions contemplated by this
Agreement, including the stock exchange listings contemplated by Section 5.11
(except as contemplated by Section 5.6(c)).

          (p) Environmental Liability. Except as set forth in the Parent SEC
Documents or the Company Disclosure Schedule, there are no legal,
administrative, arbitral or other proceedings, claims, actions, causes of
action, private environmental investigations or remediation activities or
governmental investigations of any nature seeking to impose on Parent or any of
its subsidiaries, or that reasonably could be expected to result in the
imposition on Parent or any of its subsidiaries of, any liability or obligation
arising under applicable Environmental Laws, pending or, to the knowledge of
Parent, threatened, against Parent or any of its subsidiaries. To the knowledge
of Parent, each of Parent and each of its subsidiaries is, and each former
subsidiary of Parent was, for so long as such subsidiary was a subsidiary of
Parent, in compliance with all Environmental Laws and has or at such time had
all permits required under Environmental Laws and there is no reasonable basis
for any proceeding, claim, action or governmental investigation under any
Environmental Law that would impose any liability or obligation on Parent or its
subsidiaries based on any failure to have, obtain or comply with such permits.
Except as set forth in the Parent SEC Documents, the Parent Disclosure Schedule
or the reports, schedules, forms, statements and other documents (including
exhibits and all other information incorporated therein) filed by Travelers
Property Casualty Corp. with the SEC since January 1, 1995, neither Parent nor
any of its subsidiaries is subject to any agreement (including any
indemnification agreement), order, judgment, decree, letter or memorandum by or
with any court, governmental authority, regulatory agency or third party
imposing any material liability or obligation pursuant to or under any
Environmental Law.

                                       45
<PAGE>

                                   ARTICLE IV

                    COVENANTS RELATING TO CONDUCT OF BUSINESS

          SECTION 4.1 Conduct of Business. (a) Conduct of Business by the
Company. Except as set forth in Section 4.1(a) of the Company Disclosure
Schedule, as otherwise expressly contemplated by this Agreement or as consented
to by Parent in writing, such consent not to be unreasonably withheld or
delayed, during the period from the date of this Agreement to the Effective
Time, the Company shall, and shall cause its subsidiaries to, carry on their
respective businesses in the ordinary course consistent with past practice and
in compliance in all material respects with all applicable laws and regulations
and, to the extent consistent therewith, use all reasonable efforts to preserve
intact their current business organizations, use all reasonable efforts to keep
available the services of their current officers and other key employees and
preserve their relationships with those persons having business dealings with
them to the end that their goodwill and ongoing businesses shall be unimpaired
at the Effective Time. Without limiting the generality of the foregoing, senior
officers of Parent and the Company shall meet on a regular basis to review the
financial and operational affairs of the Company and its subsidiaries. Such
review shall be conducted in accordance with applicable law and shall not cover
current or future pricing of specific products, marketing or strategic plans,
specific breakdowns of sales by customers, or plans to introduce new competitive
products. Without limiting the generality of the foregoing (but subject to the
above exceptions), during the period from the date of this Agreement to the
Effective Time, the Company shall not, and shall not permit any of its
subsidiaries to:

               (i) other than dividends and distributions by a direct or
     indirect wholly owned subsidiary of the Company to its parent, or by a
     subsidiary that is partially owned by the Company or any of its
     subsidiaries, provided that the Company or any such subsidiary receives or
     is to receive its proportionate share thereof, (x) declare, set aside or
     pay any dividends on, make any other distributions in respect of, or enter
     into any agreement with respect to the voting of, any of its capital stock
     (except (A) for regular quarterly cash dividends on Company Common Stock at
     a rate not in excess of $.16 per share (which amount per share may be
     increased in accordance with Section 4.1(d)) and (B) for regular quarterly
     cash dividends on Company Preferred Stock in accordance with their present
     terms), (y) split, combine or reclassify any of its capital stock or issue


                                       46
<PAGE>

     or authorize the issuance of any other securities in respect of, in lieu of
     or in substitution for shares of its capital stock, except for issuances of
     Company Common Stock upon conversion of Company Convertible Securities or
     upon the exercise of Company Employee Stock Options that are, in each case,
     outstanding as of the date hereof in accordance with their present terms,
     or (z) purchase, redeem or otherwise acquire any shares of capital stock of
     the Company or any of its subsidiaries or any other securities thereof or
     any rights, warrants or options to acquire any such shares or other
     securities other than pursuant to the terms of the Company Series A
     Convertible Preferred Stock;

               (ii) issue, deliver, sell, pledge or otherwise encumber or
     subject to any Lien any shares of its capital stock, any other voting
     securities or any securities convertible into, or any rights, warrants or
     options to acquire, any such shares, voting securities or convertible
     securities (other than (w) the issuance of Company Common Stock upon
     conversion of Company Convertible Securities in accordance with their
     present terms at the option of the holders thereof, (x) the issuance of
     Company Common Stock upon the exercise of Company Employee Stock Options
     that are, in each case, outstanding as of the date hereof in accordance
     with their present terms, (y) the issuance of Company Common Stock pursuant
     to the Company's Employee Stock Purchase Plan, in accordance with the
     present terms of such plan) and (z) pursuant to the Rights Agreement;

               (iii) amend its certificate of incorporation, by-laws or other
     comparable organizational documents;

                                       47
<PAGE>

               (iv) acquire or agree to acquire by merging or consolidating
     with, or by purchasing a substantial portion of the assets of, or by any
     other manner, any business or any person;

               (v) sell, lease, license, mortgage or otherwise encumber or
     subject to any Lien or otherwise dispose of any of its properties or assets
     that is material in relation to the Company and its subsidiaries, taken as
     a whole (including securitizations), other than in the ordinary course of
     business;

              (vi) except for borrowings under existing credit facilities or
     lines of credit, incur any indebtedness for borrowed money or issue any
     debt securities or assume, guarantee or endorse, or otherwise become
     responsible for the obligations of any person, or make any loans, advances
     or capital contributions to, or investments in, any person other than its
     wholly owned subsidiaries, except in the ordinary course of business
     consistent with past practice or except as attributable to the execution of
     this Agreement and the transactions contemplated hereby;

              (vii) change its methods of accounting (or underlying assumptions)
     in effect at December 31, 1996, except as required by changes in GAAP, or
     change any of its methods of reporting income and deductions for federal
     income tax purposes from those employed in the preparation of the federal
     income tax returns of the Company for the taxable years ending December 31,
     1996, except as required by changes in law or regulation;

               (viii) change the investment and risk management and other
     policies of the Company and the other Policies, Practices and Procedures
     without Parent's prior written consent;

              (ix) with respect to the business conducted by Phibro Inc. and its
     subsidiaries, (A) manage its net risk position other than in a manner
     consistent with that employed during the last six months, which the Company
     represents to be a net risk position substantially below the Company's
     current nominal risk limits or (B) permit its targeted annualized value at
     risk, computed in accordance with the Company's prior practices, to exceed
     the number specified in Section 4.1(a)(ix) of the Company Disclosure
     Schedule;

                                       48
<PAGE>

                  (x) create, renew, amend, terminate or cancel, or take any
     other action that may result in the creation, renewal, amendment,
     termination or cancellation of any Company Material Contract except in the
     ordinary course of business;

              (xi) except (A) pursuant to agreements or arrangements in effect
     on the date hereof, (B) for dividends paid in accordance with Section
     4.1(a) and (C) in accordance with Section 4.1(c), pay, loan or advance any
     amount to, or sell, transfer or lease any properties or assets (real,
     personal or mixed, tangible or intangible) to, or enter into any agreement
     or arrangement with, any of its officers or directors or any affiliate or
     the immediate family members or associates of any of its officers or
     directors other than compensation in the ordinary course of business
     consistent with past practice; or

               (xii) authorize, or commit or agree to take, any of the foregoing
     actions;

provided that the limitations set forth in this Section 4.1(a) (other than
clause (iii)) shall not apply to any transaction between the Company and any
wholly owned subsidiary or between any wholly owned subsidiaries of the Company.

                                       49
<PAGE>

          (b) Conduct of Business by Parent. Except as set forth in Section
4.1(b) of the Parent Disclosure Schedule, as otherwise expressly contemplated by
this Agreement or as consented to by the Company in writing, such consent not to
be unreasonably withheld or delayed, during the period from the date of this
Agreement to the Effective Time, Parent shall, and shall cause its subsidiaries
to, carry on their respective businesses in the ordinary course consistent with
past practice and in compliance in all material respects with all applicable
laws and regulations and, to the extent consistent therewith, use all reasonable
efforts to preserve intact their current business organizations, use reasonable
efforts to keep available the services of their current officers and other key
employees and preserve their relationships with those persons having business
dealings with them to the end that their goodwill and ongoing businesses shall
be unimpaired at the Effective Time. Without limiting the generality of the
foregoing (but subject to the above exceptions), during the period from the date
of this Agreement to the Effective Time, Parent shall not, and shall not permit
any of its subsidiaries to:

               (i) other than pursuant to Adjustment Events and other than
     dividends and distributions by a direct or indirect wholly owned subsidiary
     of Parent to its parent, or by a subsidiary that is partially owned by
     Parent or any of its subsidiaries, provided that Parent or any such
     subsidiary receives or is to receive its proportionate share thereof,
     declare, set aside or pay any dividends on or make any other distributions
     in respect of any of its capital stock (except (A) for regular quarterly
     cash dividends (which may be increased by Parent) on the Parent Common
     Stock and (B) for regular quarterly cash dividends on the Parent Authorized
     Preferred Stock); provided, however, that this Section 4.1(b)(i) shall not
     apply to Travelers Property Casualty Corp. and its wholly owned
     subsidiaries;

               (ii) except as contemplated hereby, amend its certificate of
     incorporation (other than in connection with the issuance of a new class or
     series of Parent Authorized Preferred Stock); provided, however, that this
     Section 4.1(b)(ii) shall not apply to Parent's subsidiaries other than Sub;

               (iii) enter into any agreement to acquire all or substantially
     all of the capital stock or assets of any other person or business unless
     upon advice of counsel such transaction would not reasonably be expected to
     materially delay or impede the consummation of the Merger;

               (iv) authorize, or commit or agree to take, any of the foregoing
     actions;

provided that the limitations set forth in this Section 4.1(b) shall not apply
to any transaction between Parent and any wholly owned subsidiary or between any
wholly owned subsidiaries of Parent.

                                       50
<PAGE>

          (c) Compensation Matters. (i) Notwithstanding anything in this
Agreement to the contrary, until the Effective Time, the senior officers of the
Company referred to below, after consultation with Parent, shall recommend to
the Compensation Committee of the Board of Directors of the Company (the
"Compensation Committee") incentive compensation for employees of the Company
and its subsidiaries for the 1997 compensation year. Such Committee shall, after
considering such recommendation and any other input separately provided by
Parent, determine such incentive compensation for such employees (provided that
it makes its determination in a manner that is consistent with past practice).
Such aggregate incentive compensation, together with aggregate 1997 base
compensation, shall not exceed the aggregate incentive compensation accruals
(including the accruals for the quarter ended September 30, 1997, and an accrual
for 1997 set forth in Section 4.1(c) of the Company Disclosure Schedule based
upon the representations set forth therein), plus accruals in respect of 1997
base compensation. The Compensation Committee may make such determinations at an
earlier time in the calendar year (after the date hereof) than is the usual
practice of the Company. Incentive compensation for the 1997 compensation year
shall be paid not earlier than December 29, 1997. For purposes of the foregoing,
recommendations to the Compensation Committee regarding incentive compensation
for the 1997 compensation year shall be made (i) by the individual who is the


                                       51
<PAGE>

Chairman and Chief Executive Officer of Salomon Brothers Inc and an Executive
Vice President of the Company, in the case of employees of subsidiaries of the
Company (other than Phibro Inc., Phibro Resources Corp., Philipp Brothers, Inc.,
Phibro Energy Production, Inc. and their subsidiaries (collectively, "Phibro"))
who are not also officers of the Company, (ii) by the Chairman and Chief
Executive Officer of the Company, in the case of employees of Phibro and
officers of the Company (other than such Chief Executive Officer) who are not
employees of subsidiaries of the Company and (iii) jointly by the executive
officers referred to in clauses (i) and (ii), in the case of officers of the
Company (other than its Chief Executive Officer) who are also employees of
subsidiaries of the Company (other than Phibro). Notwithstanding the foregoing,
the 1997 incentive compensation of the Chief Executive Officer of the Company
shall be determined by the Compensation Committee in its sole discretion,
subject to the limit on aggregate compensation for the 1997 compensation year
referred to above. Parent and the Surviving Corporation shall implement all
incentive compensation decisions made in accordance with the terms of this
Section 4.1(c) following the Effective Time if such decisions were not
implemented prior to the Effective Time. Until the Effective Time, the Company
shall not, without the prior written consent of Parent, amend any of the
Company's or its subsidiaries' employee plans or take action under such plans
inconsistent with the Company's or its subsidiaries' ordinary course of conduct
prior to the date hereof. Until the Effective Time, the Company and its
subsidiaries shall not approve any severance or similar payments outside the
ordinary course of conduct consistent with prior practice, including, without
limitation, for employees whose employment is expected to terminate, or who have
indicated an interest in terminating their employment, as a result of the
Merger.

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          (d) Coordination of Dividends. The Company shall change its customary
quarterly dividend record dates for the Company Common Stock to occur on the
customary quarterly dividend record dates for the Parent Common Stock commencing
with the dividend record date expected to be November 3, 1997. The first
dividend to be paid by the Company on the Company Common Stock following such
record date change shall be an amount equal to (x) the product of (i) the amount
of the quarterly dividend on the Parent Common Stock (as it may have been
increased) and (ii) the Exchange Ratio, multiplied by (y) a fraction, the
numerator is the number of days elapsed since the Company's last dividend record
date on the Company Common Stock and the denominator is 90. Notwithstanding
anything in Section 4.1(a)(i) to the contrary, in the event that Parent
increases the dividend rate on the Parent Common Stock (assuming that no
Adjustment Event has occurred) and any such dividend has a record date prior to
the Effective Time, the Company shall be entitled to increase the quarterly
dividend on the Company Common Stock (subject, if applicable, to pro ration as
described in the immediately preceding sentence) to an amount equal to the
product of (i) the amount of the quarterly dividend on the Parent Common Stock
(as so increased) and (ii) the Exchange Ratio. Parent will notify the Company
promptly following approval by the Parent Board of Directors of any increase in
Parent's dividend rate. It is the intent of the parties that all actions taken
pursuant to this Agreement shall be consistent with their intention that the
Merger will be accounted for as a pooling of interests. In furtherance of the
foregoing, the parties agree to cooperate with each other regarding these
matters in an attempt to carry out such intention to the fullest extent.

          (e) Other Actions. Except as required by law, the Company and Parent
shall not, and shall not permit any of their respective subsidiaries to,
voluntarily take any action that would, or that could reasonably be expected to,
result in (i) any of the representations and warranties of such party set forth
in this Agreement that are qualified as to materiality (including as a result of
the provisions of Section 3.2) becoming untrue at the Effective Time, (ii) any
of such representations and warranties that are not so qualified becoming untrue
in any material respect at the Effective Time, or (iii) any of the conditions to
the Merger set forth in Article VI not being satisfied.

                                       53
<PAGE>

          (f) Advice of Changes. The Company and Parent shall promptly advise
the other party orally and in writing to the extent it has knowledge of (i) any
representation or warranty made by it contained in this Agreement that is
qualified as to materiality (including as a result of the provisions of Section
3.2) becoming untrue or inaccurate in any respect or any such representation or
warranty that is not so qualified becoming untrue or inaccurate in any material
respect, (ii) the failure by it to comply in any material respect with or
satisfy in any material respect any covenant, condition or agreement to be
complied with or satisfied by it under this Agreement and (iii) any change or
event having, or which, insofar as can reasonably be foreseen, could reasonably
be expected to have a material adverse effect on such party or on the truth of
their respective representations and warranties or the ability of the conditions
set forth in Article VI to be satisfied; provided, however, that no such
notification shall affect the representations, warranties, covenants or
agreements of the parties (or remedies with respect thereto) or the conditions
to the obligations of the parties under this Agreement.

          SECTION 4.2 No Solicitation by the Company. (a) The Company shall not,
nor shall it permit any of its subsidiaries to, nor shall it authorize or permit
any of its directors, officers or employees or any investment banker, financial
advisor, attorney, accountant or other representative retained by it or any of
its subsidiaries to, directly or indirectly through another person, (i) solicit,
initiate or encourage (including by way of furnishing information), or take any
other action designed to facilitate, any inquiries or the making of any proposal
which constitutes a Company Takeover Proposal (as defined below) or (ii)
participate in any discussions or negotiations regarding any Company Takeover
Proposal; provided, however, that if the Board of Directors of the Company
determines in good faith, after consultation with outside counsel, that it is
necessary to do so in order to act in a manner consistent with its fiduciary
duties to the Company's stockholders under applicable law, the Company may, in
response to any Company Takeover Proposal which was not solicited by it and
which did not otherwise result from a breach of this Section 4.2(a), and subject
to providing prior written notice of its decision to take such action to Parent


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<PAGE>

and compliance with Section 4.2(c), (x) furnish information with respect to the
Company and its subsidiaries to any person making a Company Takeover Proposal
pursuant to a customary confidentiality agreement (as determined by the Company
based on the advice of its outside counsel) and (y) participate in discussions
or negotiations regarding such Company Takeover Proposal. For purposes of this
Agreement, "Company Takeover Proposal" means any inquiry, proposal or offer from
any person relating to any direct or indirect acquisition or purchase of a
business that constitutes 30% or more of the net revenues, net income or assets
of the Company and its subsidiaries, taken as a whole, or 30% or more of any
class of equity securities of the Company, any tender offer or exchange offer
that if consummated would result in any person beneficially owning 30% or more
of any class of any equity securities of the Company, or any merger,
consolidation, business combination, recapitalization, liquidation, dissolution
or similar transaction involving the Company (or any Company subsidiary whose
business constitutes 30% or more of the net revenues, net income or assets of
the Company and its subsidiaries, taken as a whole), other than the transactions
contemplated by this Agreement.

          (b) Except as expressly permitted by this Section 4.2, neither the
Board of Directors of the Company nor any committee thereof shall (i) withdraw
or modify, or propose publicly to withdraw or modify, in a manner adverse to
Parent, the approval or recommendation by such Board of Directors or such
committee of the Merger or this Agreement, (ii) approve or recommend, or propose
publicly to approve or recommend, any Company Takeover Proposal, or (iii) cause
the Company to enter into any letter of intent, agreement in principle,
acquisition agreement or other similar agreement (each, a "Company Acquisition
Agreement") related to any Company Takeover Proposal. Notwithstanding the
foregoing, the Board of Directors of the Company, to the extent that it
determines in good faith, after consultation with outside counsel, that in light
of a Company Superior Proposal it is necessary to do so in order to act in a


                                       55
<PAGE>

manner consistent with its fiduciary duties to the Company's stockholders under
applicable law, may terminate this Agreement solely in order to concurrently
enter into a Company Acquisition Agreement with respect to any Company Superior
Proposal, but only at a time that is after the second business day following
Parent's receipt of written notice advising Parent that the Board of Directors
of the Company is prepared to accept a Company Superior Proposal, specifying the
material terms and conditions of such Company Superior Proposal and identifying
the person making such Company Superior Proposal, all of which information will
be kept confidential by Parent in accordance with the terms of the
Confidentiality Agreements. For purposes of this Agreement, a "Company Superior
Proposal" means any proposal made by a third party to acquire, directly or
indirectly, including pursuant to a tender offer, exchange offer, merger,
consolidation, business combination, recapitalization, liquidation, dissolution
or similar transaction, for consideration consisting of cash and/or securities,
more than 50% of the combined voting power of the shares of the Company's
capital stock then outstanding or all or substantially all the assets of the
Company and otherwise on terms which the Board of Directors of the Company
determines in its good faith judgment to be more favorable to the Company's
stockholders than the Merger and for which financing, to the extent required, is
then committed or which, in the good faith judgment of the Board of Directors of
the Company, is reasonably capable of being obtained by such third party.

          (c) In addition to the obligations of the Company set forth in
paragraphs (a) and (b) of this Section 4.2, the Company shall immediately advise
Parent orally and in writing of any request for information or of any Company
Takeover Proposal, the material terms and conditions of such request or Company
Takeover Proposal and the identity of the person making such request or Company
Takeover Proposal. The Company will keep Parent reasonably informed of the
status and details (including amendments or proposed amendments) of any such
request or Company Takeover Proposal.

          (d) Nothing contained in this Section 4.2 shall prohibit the Company
from taking and disclosing to its stockholders a position contemplated by Rule
14e-2(a) promulgated under the Exchange Act or from making any disclosure to the
Company's stockholders if, in the good faith judgment of the Board of Directors
of the Company, after consultation with outside counsel, failure so to disclose
would be inconsistent with its obligations under applicable law; provided,
however, that, neither the Company nor its Board of Directors nor any committee
thereof shall withdraw or modify, or propose publicly to withdraw or modify, its
position with respect to this Agreement or the Merger or approve or recommend,
or propose publicly to approve or recommend, a Company Takeover Proposal.

                                       56
<PAGE>

                                    ARTICLE V

                              ADDITIONAL AGREEMENTS

          SECTION 5.1 Preparation of the Form S-4 and the Proxy Statement;
Stockholders Meetings. (a) As soon as practicable following the date of this
Agreement, the Company and Parent shall prepare and file with the SEC the Proxy
Statement and Parent shall prepare and file with the SEC the Form S-4, in which
the Proxy Statement will be included as a prospectus. Each of the Company and
Parent shall use best efforts to have the Form S-4 declared effective under the
Securities Act as promptly as practicable after such filing. The Company will
use all best efforts to cause the Proxy Statement to be mailed to the holders of
Company Common Stock and Company Preferred Stock as promptly as practicable
after the Form S-4 is declared effective under the Securities Act. Parent shall
also take any action (other than qualifying to do business in any jurisdiction
in which it is not now so qualified or to file a general consent to service of
process) required to be taken under any applicable state securities laws in
connection with the issuance of the Parent Common Stock and the Parent New
Preferred Stock in the Merger and the Company shall furnish all information
concerning the Company and the holders of Company Common Stock as may be
reasonably requested in connection with any such action. No filing of, or
amendment or supplement to, the Form S-4 or the Proxy Statement will be made by
Parent or the Company without providing the other with the opportunity to review
and comment thereon. Parent will advise the Company, promptly after it receives
notice thereof, of the time when the Form S-4 has become effective or any
supplement or amendment has been filed, the issuance of any stop order, the
suspension of the qualification of the Parent Common Stock and the Parent New
Preferred Stock issuable in connection with the Merger for offering or sale in
any jurisdiction, or any request by the SEC for amendment of the Proxy Statement
or the Form S-4 or comments thereon and responses thereto or requests by the SEC
for additional information. If at any time prior to the Effective Time any
information relating to the Company or Parent, or any of their respective
affiliates, officers or directors, should be discovered by the Company or Parent
which should be set forth in an amendment or supplement to any of the Form S-4
or the Proxy Statement, so that any of such documents would not include any
misstatement of a material fact or omit to state any material fact necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading, the party which discovers such information shall promptly
notify the other parties hereto and an appropriate amendment or supplement
describing such information shall be promptly filed with the SEC and, to the
extent required by law, disseminated to the stockholders of the Company and
Parent.

                                       57
<PAGE>

          (b) The Company shall, as promptly as practicable after the Form S-4
is declared effective under the Securities Act, duly call, give notice of,
convene and hold a meeting of its stockholders (the "Company Stockholders
Meeting") in accordance with the DGCL for the purpose of obtaining the Company
Stockholder Approval and, subject to its rights to terminate this Agreement
pursuant to Section 4.2(b), shall, through its Board of Directors, recommend to
its stockholders the approval and adoption of this Agreement, the Merger and the
other transactions contemplated hereby. Without limiting the generality of the
foregoing but subject to its rights to terminate this Agreement pursuant to
Section 4.2(b), the Company agrees that its obligations pursuant to the first
sentence of this Section 5.1(b) shall not be affected by the commencement,
public proposal, public disclosure or communication to the Company of any
Company Takeover Proposal.

          SECTION 5.2 Letters of the Company's Accountants. (a) The Company
shall use best efforts to cause to be delivered to Parent two letters from the
Company's independent accountants, one dated a date within two business days
before the date on which the Form S-4 shall become effective and one dated a
date within two business days before the Closing Date, each addressed to Parent,
in form and substance reasonably satisfactory to Parent and customary in scope
and substance for comfort letters delivered by independent public accountants in
connection with registration statements similar to the Form S-4.

          (b) The Company shall use best efforts to cause to be delivered to
Parent and Parent's independent accountants two letters from the Company's
independent accountants addressed to Parent and the Company, one dated as of the
date the Form S-4 is declared effective and one dated as of the Closing Date, in
each case stating that accounting for the Merger as a pooling of interests under
Opinion 16 of the Accounting Principles Board and applicable SEC rules and
regulations is appropriate if the Merger is closed and consummated as
contemplated by this Agreement.

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<PAGE>

          SECTION 5.3 Letters of Parent's Accountants. (a) Parent shall use best
efforts to cause to be delivered to the Company two letters from Parent's
independent accountants, one dated a date within two business days before the
date on which the Form S-4 shall become effective and one dated a date within
two business days before the Closing Date, each addressed to the Company, in
form and substance reasonably satisfactory to the Company and customary in scope
and substance for comfort letters delivered by independent public accountants in
connection with registration statements similar to the Form S-4.

          (b) Parent shall use best efforts to cause to be delivered to the
Company and the Company's independent accountants two letters from Parent's
independent accountants addressed to the Company and Parent, one dated as of the
date the Form S-4 is declared effective and one dated as of the Closing Date, in
each case stating that accounting for the Merger as a pooling of interests under
Opinion 16 of the Accounting Principles Board and applicable SEC rules and
regulations is appropriate if the Merger is closed and consummated as
contemplated by this Agreement.

          SECTION 5.4 Access to Information; Confidentiality. Subject to the two
Confidentiality Agreements, each dated September 9, 1997, between Parent and the
Company (the "Confidentiality Agreements"), and subject to the restrictions
contained in confidentiality agreements to which such party is subject (which
such party will use its best efforts to have waived) and applicable law, each of
the Company and Parent shall, and shall cause each of its respective
subsidiaries to, afford to the other party and to the officers, employees,
accountants, counsel, financial advisors and other representatives of such other
party, reasonable access during normal business hours during the period prior to
the Effective Time to all their respective properties, books, contracts,
commitments, personnel and records and, during such period, each of the Company
and Parent shall, and shall cause each of its respective subsidiaries to,
furnish promptly to the other party (a) a copy of each report, schedule,
registration statement and other document filed by it during such period
pursuant to the requirements of federal or state securities laws and (b) all
other information concerning its business, properties and personnel as such
other party may reasonably request. In addition, the Company will deliver, or
cause to be delivered, to Parent the internal or external reports reasonably
required by Parent promptly after such reports are made available to the
Company's personnel. No review pursuant to this Section 5.4 shall affect any
representation or warranty given by the other party hereto. Each of the Company
and Parent will hold, and will cause its respective officers, employees,
accountants, counsel, financial advisors and other representatives and
affiliates to hold, any nonpublic information in accordance with the terms of
the Confidentiality Agreements.

                                       59
<PAGE>

          SECTION 5.5 Best Efforts. (a) Upon the terms and subject to the
conditions set forth in this Agreement, each of the parties agrees to use best
efforts to take, or cause to be taken, all actions, and to do, or cause to be
done, and to assist and cooperate with the other parties in doing, all things
necessary, proper or advisable to consummate and make effective, in the most
expeditious manner practicable, the Merger and the other transactions
contemplated by this Agreement, including (i) the obtaining of all necessary
actions or nonactions, waivers, consents and approvals from Governmental
Entities and the making of all necessary registrations and filings and the
taking of all steps as may be necessary to obtain an approval or waiver from, or
to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining
of all necessary consents, approvals or waivers from third parties, (iii) the
defending of any lawsuits or other legal proceedings, whether judicial or
administrative, challenging this Agreement or the consummation of the
transactions contemplated by this Agreement, including seeking to have any stay
or temporary restraining order entered by any court or other Governmental Entity
vacated or reversed, and (iv) the execution and delivery of any additional
instruments necessary to consummate the transactions contemplated by, and to
fully carry out the purposes of, this Agreement. Nothing set forth in this
Section 5.5(a) will limit or affect actions permitted to be taken pursuant to
Section 4.2.

          (b) In connection with and without limiting the foregoing, the Company
and Parent shall (i) take all action necessary to ensure that no state takeover
statute or similar statute or regulation is or becomes applicable to this
Agreement or the Voting Agreement or the Merger or any of the other transactions
contemplated hereby or thereby and (ii) if any state takeover statute or similar
statute or regulation becomes applicable to this Agreement or the Voting
Agreement or the Merger or any other transaction contemplated hereby or thereby,
take all action necessary to ensure that the Merger and the other transactions
contemplated by this Agreement and the Voting Agreement may be consummated as
promptly as practicable on the terms contemplated by this Agreement or the
Voting Agreement and otherwise to minimize the effect of such statute or
regulation on the Merger and the other transactions contemplated by this
Agreement or the Voting Agreement.

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<PAGE>

          (c) Each of the Company and Parent shall cooperate with each other in
obtaining opinions of Cravath, Swaine & Moore, counsel to the Company, and
Skadden, Arps, Slate, Meagher & Flom LLP, counsel to Parent, dated as of the
Effective Time, to the effect that the Merger will constitute a reorganization
within the meaning of Section 368(a) of the Code. In connection therewith, each
of Parent, Sub and the Company shall deliver to Cravath, Swaine & Moore and
Skadden, Arps, Slate, Meagher & Flom LLP customary representation letters in
form and substance reasonably satisfactory to such counsel and the Company shall
use its best efforts to obtain any representation letters from appropriate
stockholders and shall deliver any such letters obtained to Cravath, Swaine &
Moore and Skadden, Arps, Slate, Meagher & Flom LLP (the representation letters
referred to in this sentence are collectively referred to as the "Tax
Certificates").

          (d) Each of Parent and Sub shall use its best efforts to assist the
Company in the preparation and filing, on the earliest practicable date after
the date of this Agreement, of a Current Report on Form 8-K for the Company
containing the information required by Item 512(a)(1)(ii) of Regulation S-K of
the SEC, including the historical financial statements of Parent and Sub
required by Rule 3-05 of Regulation S-X of the SEC and the pro forma financial
information with respect to the business combination contemplated by this
Agreement required by Article 11 of Regulation S-X of the SEC, and each of
Parent and Sub shall take all other action necessary to allow the Company to
issue and sell securities, subject to Section 4.1(a) hereof, on a continuous or
delayed basis in one or more public offerings registered under the Securities
Act.

                                       61
<PAGE>

          (e) The Company shall use its best efforts to assist Parent and
certain of its subsidiaries that are subject to the reporting requirements of
the Exchange Act (the "Reporting Subs") in the preparation and filing, on the
earliest practicable date after the date of this Agreement, of Current Reports
on Form 8-K for each of Parent and the Reporting Subs containing the information
required by Item 512(a)(1)(ii) of Regulation S-K of the SEC, including the
historical financial statements of the Company required by Rule 3-05 of
Regulation S-X of the SEC and the pro forma financial information with respect
to the business combination contemplated by this Agreement required by Article
11 of Regulation S-X of the SEC, and the Company shall take all other action
necessary to allow Parent and the Reporting Subs to issue and sell securities on
a continuous or delayed basis in one or more public offerings registered under
the Securities Act.

          SECTION 5.6 Employee Stock Options, Incentive and Benefit Plans. (a)
As of the Effective Time, (i) each outstanding Company Employee Stock Option
shall be converted into an option (an "Adjusted Option") to purchase the number
of shares of Parent Common Stock equal to the number of shares of Company Common
Stock subject to such Company Employee Stock Option immediately prior to the
Effective Time multiplied by the Exchange Ratio, at an exercise price per share
equal to the exercise price for each such share of Company Common Stock subject
to such option divided by the Exchange Ratio, and all references in each such
option to the Company shall be deemed to refer to Parent, where appropriate, and
(ii) Parent shall assume the obligations of the Company under the Company Stock
Plans. The other terms of each such option, and the plans under which they were
issued, shall continue to apply in accordance with their terms.

          (b) As of the Effective Time, (i) each outstanding award (including
restricted stock, deferred stock, phantom stock, stock equivalents and stock
units) (each a "Company Award") under any Company Stock Plan shall be converted
into the same instrument of Parent, in each case with such adjustments (and no
other adjustments) to the terms of such Company Awards as are necessary to
preserve the value inherent in such Company Awards with no detrimental effects
on the holder thereof and (ii) Parent shall assume the obligations of the
Company under the Company Awards. The other terms of each Company Award, and the
plans or agreements under which they were issued, shall continue to apply in
accordance with their terms.

          (c) The Company and Parent agree that each of the Company Stock Plans
and Parent Stock Plans shall be amended, to the extent necessary, to reflect the
transactions contemplated by this Agreement, including, but not limited to the
conversion of shares of Company Common Stock held or to be awarded or paid
pursuant to such benefit plans, programs or arrangements into shares of Parent
Common Stock on a basis consistent with the transactions contemplated by this
Agreement. The Company and Parent agree to submit the amendments to the Parent
Stock Plans or the Company Stock Plans to their respective stockholders, if such
submission is determined to be necessary by counsel to the Company or Parent
after consultation with one another; provided, however, that such approval shall
not be a condition to the consummation of the Merger.

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<PAGE>

          (d) Parent shall (i) reserve for issuance the number of shares of
Parent Common Stock that will become subject to the benefit plans, programs and
arrangements referred to in this Section 5.6 and (ii) issue or cause to be
issued the appropriate number of shares of Parent Common Stock pursuant to
applicable plans, programs and arrangements, upon the exercise or maturation of
rights existing thereunder on the Effective Time or thereafter granted or
awarded. No later than the Effective Time, Parent shall prepare and file with
the SEC a registration statement on Form S-8 (or other appropriate form)
registering a number of shares of Parent Common Stock necessary to fulfill
Parent's obligations under this Section 5.6. Such registration statement shall
be kept effective (and the current status of the prospectus required thereby
shall be maintained) for at least as long as Adjusted Options or Company Awards
remain outstanding.

          (e) As soon as practicable after the Effective Time, Parent shall
deliver to the holders of Company Employee Stock Options and Company Awards
appropriate notices setting forth such holders' rights pursuant to the
respective Company Stock Plans and the agreements evidencing the grants of such
Company Employee Stock Options and Company Awards and that such Company Employee
Stock Options and Company Awards and the related agreements shall be assumed by
Parent and shall continue in effect on the same terms and conditions (subject to
the adjustments required by this Section after giving effect to the Merger).

          (f) To the extent that any compensation paid to a current or former
employee of the Company or any of its subsidiaries would, if paid, fail to be
deductible by the Company, Parent or any of their respective subsidiaries under
Section 162(m) of the Code, such payment shall, consistent with the Company's
existing policy regarding the deferral of compensation in order to preserve the
tax deductibility thereof (as described in the Company's Proxy Statement for the
Company's 1997 Annual Meeting of Stockholders), be made in the first taxable
year in which it will be deductible by the Company, Parent or their
subsidiaries.

                                       63
<PAGE>

          SECTION 5.7 Indemnification, Exculpation and Insurance. (a) Parent and
Sub agree that all rights to indemnification and exculpation from liabilities
for acts or omissions occurring at or prior to the Effective Time now existing
in favor of the current or former directors or officers of the Company and its
subsidiaries as provided in their respective certificates of incorporation or
by-laws (or comparable organizational documents) and any indemnification
agreements or arrangements of the Company shall survive the Merger and shall
continue in full force and effect in accordance with their terms. The Surviving
Corporation shall pay any expenses of any indemnified person under this Section
5.7 in advance of the final disposition of any action, proceeding or claim
relating to any such act or omission to the fullest extent permitted under the
DGCL upon receipt from the applicable indemnified person to whom advances are to
be advanced of any undertaking to repay such advances required under the DGCL.
The Surviving Corporation shall cooperate in the defense of any such matter. In
addition, from and after the Effective Time, directors or officers of the
Company who become directors or officers of Parent will be entitled to the same
indemnity rights and protections as are afforded to other directors and officers
of Parent.

          (b) In the event that either of the Surviving Corporation or Parent or
any of its successors or assigns (i) consolidates with or merges into any other
person and is not the continuing or surviving corporation or entity of such
consolidation or merger or (ii) transfers or conveys all or substantially all of
its properties and assets to any person, then, and in each such case, proper
provision will be made so that the successors and assigns of Parent or the
Surviving Corporation, as applicable, will assume the obligations thereof set
forth in this Section 5.7.

          (c) The provisions of this Section 5.7 (i) are intended to be for the
benefit of, and will be enforceable by, each indemnified party, his or her heirs
and his or her representatives and (ii) are in addition to, and not in
substitution for, any other rights to indemnification or contribution that any
such person may have by contract or otherwise.

                                       64
<PAGE>

          (d) For six years after the Effective Time, Parent or the Surviving
Corporation shall maintain in effect the Company's current directors' and
officers' liability insurance covering acts or omissions occurring prior to the
Effective Time with respect to those persons who are currently covered by the
Company's directors' and officers' liability insurance policy on terms with
respect to such coverage and amount no less favorable to the Company's directors
and officers currently covered by such insurance than those of such policy in
effect on the date hereof; provided that Parent may substitute therefor policies
of Parent or its subsidiaries containing terms with respect to coverage and
amount no less favorable to such directors or officers; provided, further, that
in no event shall Parent or the Surviving Corporation be required to pay
aggregate premiums for insurance under this Section 5.7(d) in excess of 200% of
the aggregate premiums paid by the Company in 1997 on an annualized basis for
such purpose.

          (e) Parent shall cause the Surviving Corporation or any successor
thereto to comply with its obligations under this Section 5.7.

                                       65
<PAGE>

          SECTION 5.8 Fees and Expenses. (a) Except as provided in this Section
5.8, all fees and expenses incurred in connection with the Merger, this
Agreement, and the transactions contemplated by this Agreement shall be paid by
the party incurring such fees or expenses, whether or not the Merger is
consummated.

          (b)(i) In the event that this Agreement is terminated by the Company
pursuant to Section 7.1(e) or, after the date hereof but prior to any
termination of this Agreement, the Company or its Board of Directors shall have
taken any action to make the Rights Agreement inapplicable (through termination
or otherwise) to any person other than Parent, Sub or another wholly owned
subsidiary of Parent, then, concurrently with any such termination, the Company
shall pay Parent a fee equal to $300 million by wire transfer of same day funds.

          (ii) In the event that (A) a Pre-Termination Takeover Proposal Event
(as defined below) shall occur and thereafter this Agreement is terminated by
either Parent or the Company pursuant to Section 7.1(b)(i) and (B) prior to the
date that is 18 months after the date of such termination the Company enters
into a Company Acquisition Agreement, then the Company shall (1) promptly, but
in no event later than two business days after the date such Company Acquisition
Agreement is entered into, pay Parent a fee equal to $100 million by wire
transfer of same day funds, and (2) promptly, but in no event later than two
business days after the date the transactions set forth in such Company
Acquisition Agreement are consummated, pay Parent an additional fee equal to
$200 million by wire transfer of same day funds.

          (iii) In the event that (A) a Pre-Termination Takeover Proposal Event
shall occur and thereafter this Agreement is terminated by either Parent or the
Company pursuant to Section 7.1(b)(ii) and (B) prior to the date that is 18
months after the date of such termination the Company enters into a Company
Acquisition Agreement, then the Company shall (1) promptly, but in no event
later than two business days after the date such Company Acquisition Agreement
is entered into, pay Parent a fee equal to $100 million by wire transfer of same
day funds, and (2) promptly, but in no event later than two business days after
the date the transactions set forth in such Company Acquisition Agreement are
consummated, pay Parent an additional fee equal to $200 million by wire transfer
of same day funds.

          (iv) For purposes of this Section 5.8(b), a "Pre-Termination Takeover
Proposal Event" shall be deemed to occur if a Company Takeover Proposal shall
have been made known to the Company or any of its subsidiaries or has been made
directly to its stockholders generally or any person shall have publicly
announced an intention (whether or not conditional) to make a Company Takeover
Proposal. The Company acknowledges that the agreements contained in this Section
5.8(b) are an integral part of the transactions contemplated by this Agreement,
and that, without these agreements, Parent would not enter into this Agreement;
accordingly, if the Company fails promptly to pay the amount due pursuant to
this Section 5.8(b), and, in order to obtain such payment, Parent commences a
suit which results in a judgment against the Company for the fee set forth in
this Section 5.8(b), the Company shall pay to Parent its costs and expenses
(including attorneys' fees and expenses) in connection with such suit, together
with interest on the amount of the fee at the rate on six-month U.S. Treasury
obligations plus 300 basis points in effect on the date such payment was
required to be made.


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          SECTION 5.9 Public Announcements. Parent and the Company will consult
with each other before issuing, and provide each other the opportunity to
review, comment upon and concur with and use reasonable efforts to agree on, any
press release or other public statements with respect to the transactions
contemplated by this Agreement, including the Merger, and shall not issue any
such press release or make any such public statement prior to such consultation,
except as either party may determine is required by applicable law or court
process or by obligations pursuant to any listing agreement with any national
securities exchange. The parties agree that the initial press release to be
issued with respect to the transactions contemplated by this Agreement shall be
in the form heretofore agreed to by the parties.



                                       67
<PAGE>

          SECTION 5.10 Affiliates. (a) Concurrently with the execution of this
Agreement (or with respect to relevant persons who are not available on the date
hereof, as soon as practicable after the date hereof), the Company shall deliver
to Parent a written agreement substantially in the form attached as Exhibit A
hereto of all of the persons who are "affiliates" of the Company (other than
Berkshire Hathaway Inc. or any person in which it directly or indirectly holds
securities) for purposes of Rule 145 under the Securities Act or for purposes of
qualifying the Merger for pooling of interests accounting treatment under
Opinion 16 of the Accounting Principles Board and applicable SEC rules and
regulations, all of whom are, as of the date of this Agreement, identified in
Section 5.10 of the Company Disclosure Schedule. Section 5.10 of the Company
Disclosure Schedule shall be updated by the Company as necessary to reflect
changes from the date hereof and the Company shall use best efforts to cause
each person added to such schedule after the date hereof to deliver a similar
agreement. Parent shall cause all persons who are affiliates of Parent for
purposes of qualifying the Merger for pooling of interests accounting treatment
under Opinion 16 of the Accounting Principles Board and applicable SEC rules and
regulations to comply with the fourth paragraph of Exhibit A hereto.

          (b) Parent shall publish no later than 30 days after, and shall use
its best efforts to publish on the earliest possible date after, the end of the
first month after the Effective Time in which there are at least 30 days of
post-Merger combined operations (which month may be the month in which the
Effective Time occurs), combined sales and net income figures as contemplated by
and in accordance with the terms of SEC Accounting Series Release No. 135 (the
time such results are published, the "Permitted Sales Time"). This Section
5.10(b) is intended to be for the benefit of affiliates of the Company.
Notwithstanding anything in this Section 5.10(b) to the contrary, if the Closing
occurs after November 30, 1997, Parent's obligations under this Section 5.10(b)
shall only require Parent to publish such financial information no later than 30
days after the end of the first fiscal quarter ending after the Closing in which
there was at least 30 days of post-Merger combined operations.

          (c) Following the consummation of the Merger, Parent shall file a
registration statement under the Securities Act with respect to any shares of
Parent Common Stock or Parent New Preferred Stock received in the Merger by
those "affiliates" of the Company (for purposes of Rule 145 under the Securities
Act) that would be limited in their ability to resell such shares due to the
volume limitations of paragraph (e) of Rule 144 under the Securities Act,
allowing for sales of such shares on a delayed or continuous basis, and Parent
shall use its best efforts to cause such registration statement to become
effective prior to the Permitted Sales Time.

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<PAGE>

          SECTION 5.11 Stock Exchange Listing. Parent shall use best efforts to
cause (a) the Parent Common Stock issuable (i) under Article II, (ii) upon
exercise of the former Company Employee Stock Options pursuant to Section 5.6
and (iii) upon the conversion of Company Convertible Securities to be approved
for issuance on the NYSE and (b) the depositary shares representing shares of
Parent New Preferred Stock (to the extent that the corresponding depositary
shares representing shares of Company Preferred Stock were listed on the NYSE
immediately prior to the Effective Time) to be approved for listing on the NYSE,
in each case subject to official notice of issuance, as promptly as practicable
after the date hereof, and in any event prior to the Closing Date.

          SECTION 5.12 Stockholder Litigation. Each of the Company and Parent
shall give the other the reasonable opportunity to participate in the defense of
any stockholder litigation against the Company or Parent, as applicable, and its
directors relating to the transactions contemplated by this Agreement.

          SECTION 5.13 Tax Treatment. Each of Parent and the Company shall use
best efforts to cause the Merger to qualify as a reorganization under the
provisions of Section 368 of the Code and to obtain the opinions of counsel
referred to in Sections 6.2(c) and 6.3(c).

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<PAGE>

          SECTION 5.14 Pooling of Interests. Each of the Company and Parent
shall use best efforts to cause the transactions contemplated by this Agreement,
including the Merger, to be accounted for as a pooling of interests under
Opinion 16 of the Accounting Principles Board and applicable SEC rules and
regulations, and such accounting treatment to be accepted by the SEC, and each
of the Company and Parent agrees that it shall take no action that would cause
such accounting treatment not to be obtained.

          SECTION 5.15 Standstill Agreements; Confidentiality Agreements. During
the period from the date of this Agreement through the Effective Time, the
Company shall not terminate, amend, modify or waive any provision of any
confidentiality or standstill agreement to which it or any of its respective
subsidiaries is a party. During such period, the Company shall enforce, to the
fullest extent permitted under applicable law, the provisions of any such
agreement, including by obtaining injunctions to prevent any breaches of such
agreements and to enforce specifically the terms and provisions thereof in any
court of the United States of America or of any state having jurisdiction.

          SECTION 5.16 Conveyance Taxes. Parent and the Company shall cooperate
in the preparation, execution and filing of all returns, questionnaires,
applications or other documents regarding any real property transfer or gains,
sales, use, transfer, value added, stock transfer and stamp taxes, any transfer,
recording, registration and other fees or any similar taxes which become payable
in connection with the transactions contemplated by this Agreement that are
required or permitted to be filed on or before the Effective Time. Parent shall
pay, and the Company shall pay, without deduction or withholding from any amount
payable to the holders of Company Common Stock, any such taxes or fees imposed
by any Governmental Entity, which become payable in connection with the
transactions contemplated by this Agreement, on behalf of their respective
stockholders.

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          SECTION 5.17 Company Convertible Notes; Company Series F Preferred
Stock. (a) From and after the date hereof and prior to the Effective Time, each
of Parent or the Company, as applicable, shall take such actions (including
entering into supplemental indentures) with respect to the Company's Amended and
Restated 5.5% Restricted Convertible Subordinated Note Due 1997 and the
Company's Amended and Restated 1.25% Restricted Convertible Subordinated Note
Due 2000, which provide that such notes shall be convertible at the option of
the holders in accordance with the terms thereof into shares of Parent Common
Stock and not Company Common Stock from and after the Effective Time.

          (b) Parent shall cause the Surviving Corporation to elect, pursuant to
the terms of the purchase contracts providing for purchase of the Company Series
F Preferred Stock, that the preferred stock delivered thereunder shall be
Parent's preferred stock having terms that are substantially identical to the
Company Series F Preferred Stock, provided that (A) as a result of the Merger
the issuer thereof shall be Parent rather than the Company and (B) each share of
such Parent preferred stock shall be entitled to three votes per share, voting
together as a class with the Parent Common Stock (and any other shares of
capital stock of Parent at the time entitled to vote), on all matters submitted
to a vote of stockholders of Parent, and shall be entitled to one vote per share
on all matters on which the Company Series F Preferred Stock would have been
entitled to vote, voting together as a class with any other shares of preferred
stock of Parent at the time entitled to vote.

          SECTION 5.18 Compliance with 1940 Act Section 15. (a) Parent and the
Company acknowledge that each of Parent and the Company has entered into this
Agreement in reliance upon the benefits and protections provided by Section
15(f) of the Investment Company Act. Each of Parent and the Company shall not
take, and each of them shall cause its affiliates not to take, any action not
contemplated by this Agreement that would have the effect, directly or
indirectly, of causing the requirements of any of the provisions of Section
15(f) of the Investment Company Act not to be met in respect of this Agreement
and the transactions contemplated hereby, and each of them shall not fail to
take, and each of them shall cause its subsidiaries not to fail to take, and,
after the Closing Date, Parent shall cause the Surviving Corporation not to fail
to take, any action, if the failure to take such action would have the effect,
directly or indirectly, of causing the requirements of any of the provisions of
Section 15(f) of the Investment Company Act not to be met in respect of this
Agreement and the transactions contemplated hereby. In that regard, Parent shall
conduct its business and shall, subject to applicable fiduciary duties, use its
reasonable best efforts to cause each of its affiliates to conduct its business
so as to assure that, insofar as within the control of Parent and the Company or
their respective affiliates:

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<PAGE>

              (i) for a period of three years after the Closing Date, at least
     75% of the members of the Board of Directors or trustees of each Company
     Fund registered under the Investment Company Act, and that continues after
     the Closing Date its existing or a replacement investment advisory contract
     with any of Parent and the Company or any affiliate of Parent and the
     Company, are not (A) "interested persons" of the investment manager of such
     Company Fund after the Closing Date, or (B) "interested persons" of the
     present investment manager of such Company Fund;

              (ii) for a period of two years after the Closing Date, there shall
     not be imposed on any of the Company Funds that is registered under the
     Investment Company Act an "unfair burden" as a result of the transactions
     contemplated by this Agreement, or any terms, conditions or understandings
     applicable thereto.

          (b) Certain Terms. The terms in quotations in this Section 5.18 shall
have the meanings set forth in Section 15(f) or Section 2(a)(19) of the
Investment Company Act.

          SECTION 5.19 Certain Contracts. Parent shall, and shall cause the
Surviving Corporation to, expressly assume the obligations of the Company or any
subsidiary thereof under contracts, indentures, guarantees, securities, leases
and other instruments thereof in accordance with their respective terms, as and
to the extent necessary to avoid any breach, penalty, termination, default,
payment or prepayment that would otherwise result from the execution of this
Agreement or the consummation of the transactions contemplated hereby.

                                       72
<PAGE>

          SECTION 5.20 Investment Advisory Agreements. Each of the Company, its
subsidiaries and its affiliates shall as promptly as practicable after the date
hereof, use their best efforts, including giving all required notices, to
facilitate, in accordance with Section 15 of the Investment Company Act, (i) the
due consideration and due approval by the board of directors or trustees of each
Company Fund (as defined below) of a new investment advisory agreement or a new
underwriting, distribution or dealer contract and (ii) to the extent such board
of directors or trustees approvals are obtained, the consideration and due
approval by such Company Fund's securityholders of new investment advisory
agreement upon terms no less favorable to Parent than the terms of the existing
investment advisory agreements with such Funds. For purposes of this Agreement,
"Company Fund" means any investment company registered under the Investment
Company Act as to which the Company, its subsidiaries or its affiliates act as
investment advisor or principal underwriter.

                                   ARTICLE VI

                              CONDITIONS PRECEDENT

          SECTION 6.1 Conditions to Each Party's Obligation to Effect the
Merger. The respective obligation of each party to effect the Merger is subject
to the satisfaction or waiver by each of Parent and the Company on or prior to
the Closing Date of the following conditions:

          (a) Stockholder Approval. The Company Stockholder Approval shall have
been obtained.

          (b) HSR Act. The waiting period (and any extension thereof) applicable
to the Merger under the HSR Act shall have been terminated or shall have
expired.

          (c) Governmental and Regulatory Approvals. Other than the filing
provided for under Section 1.3 and filings pursuant to the HSR Act (which are
addressed in Section 6.1(b)), all consents, approvals and actions of, filings
with and notices to any Governmental Entity required of the Company, Parent or
any of their subsidiaries to consummate the Merger and the other transactions
contemplated hereby, the failure of which to be obtained or taken is reasonably
expected to have a material adverse effect on the Surviving Corporation and its
prospective subsidiaries, taken as a whole.

                                       73
<PAGE>

          (d) No Injunctions or Restraints. No judgment, order, decree, statute,
law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or
issued by any court or other Governmental Entity of competent jurisdiction or
other legal restraint or prohibition (collectively, "Restraints") shall be in
effect (i) preventing the consummation of the Merger, or (ii) which otherwise is
reasonably likely to have a material adverse effect on the Company or Parent, as
applicable; provided, however, that each of the parties shall have used its best
efforts to prevent the entry of any such Restraints and to appeal as promptly as
possible any such Restraints that may be entered.

          (e) Form S-4. The Form S-4 shall have become effective under the
Securities Act prior to the mailing of the Proxy Statement by the Company to its
stockholders and no stop order or proceedings seeking a stop order shall have
been entered or be pending by the SEC.

          (f) NYSE Listing. The shares of (i) Parent Common Stock issuable to
the Company's stockholders (A) as contemplated by Article II, (B) upon exercise
of the former Company Employee Stock Options pursuant to Section 5.6 or (C) upon
the conversion of Company Convertible Securities and (ii) the depositary shares
representing shares of Parent New Preferred Stock (to the extent that the
corresponding depositary shares representing shares of Company Preferred Stock,
as the case may be, were listed on the NYSE immediately prior to the Effective
Time) shall have been approved for listing on the NYSE, subject to official
notice of issuance.

          SECTION 6.2 Conditions to Obligations of Parent. The obligation of
Parent to effect the Merger is further subject to satisfaction or waiver of the
following conditions:

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<PAGE>

          (a) Representations and Warranties. The representations and warranties
of the Company set forth herein shall be true and correct both when made and at
and as of the Closing Date, as if made at and as of such time (except to the
extent expressly made as of an earlier date, in which case as of such date),
except where the failure of such representations and warranties to be so true
and correct (without giving effect to any limitation as to "materiality",
"material adverse effect" or "material adverse change" set forth therein or
applicable thereto by reason of the provisions of Section 3.2) does not have,
and is not likely to have, individually or in the aggregate, a material adverse
effect on the Company.

          (b) Performance of Obligations of the Company. The Company shall have
performed all obligations required to be performed by it under this Agreement at
or prior to the Closing Date, except where the failure of such obligations to
have been so performed does not have, and is not likely to have, individually or
in the aggregate, a material adverse effect on the Company.

          (c) Tax Opinion. Parent shall have received from Skadden, Arps, Slate,
Meagher & Flom LLP, counsel to Parent, an opinion dated as of such date, to the
effect that the Merger will constitute a "reorganization" within the meaning of
Section 368(a) of the Code, and Parent, Sub and the Company will each be a party
to such reorganization within the meaning of Section 368(b) of the Code. In
rendering such opinion, counsel for Parent may require delivery of and rely upon
the Tax Certificates and may assume that the Company Common Stock and Company
Preferred Stock constitute the only outstanding equity of the Company at the
Effective Time for federal income tax purposes.

          SECTION 6.3 Conditions to Obligations of the Company. The obligation
of the Company to effect the Merger is further subject to satisfaction or waiver
of the following conditions:

          (a) Representations and Warranties. The representations and warranties
of Parent set forth herein shall be true and correct both when made and at and
as of the Closing Date, as if made at and as of such time (except to the extent
expressly made as of an earlier date, in which case as of such date), except
where the failure of such representations and warranties to be so true and
correct (without giving effect to any limitation as to "materiality", "material
adverse effect" or "material adverse change" set forth therein or applicable
thereto by reason of the provisions of Section 3.2) does not have, and is not
likely to have, individually or in the aggregate, a material adverse effect on
Parent.

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<PAGE>

          (b) Performance of Obligations of Parent. Parent shall have performed
all obligations required to be performed by it under this Agreement at or prior
to the Closing Date, except where the failure of such obligations to have been
so performed does not have, and is not likely to have, individually or in the
aggregate, a material adverse effect on Parent.

          (c) Tax Opinions. The Company shall have received from Cravath, Swaine
& Moore, counsel to the Company, an opinion as of such date, to the effect that
the Merger will constitute a "reorganization" within the meaning of Section
368(a) of the Code, and Parent, Sub and the Company will each be a party to such
reorganization within the meaning of Section 368(b) of the Code. In rendering
such opinion, counsel for the Company may require delivery of and rely on the
Tax Certificates.

          SECTION 6.4 Frustration of Closing Conditions. Neither Parent nor the
Company may rely on the failure of any condition set forth in Section 6.1, 6.2
or 6.3, as the case may be, to be satisfied if such failure was caused by such
party's failure to use best efforts to consummate the Merger and the other
transactions contemplated by this Agreement, as required by and subject to
Section 5.5.

                                   ARTICLE VII

                        TERMINATION, AMENDMENT AND WAIVER

          SECTION 7.1 Termination. This Agreement may be terminated at any time
prior to the Effective Time, and whether before or after the Company Stockholder
Approval:

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<PAGE>

          (a) by mutual written consent of Parent and the Company;

          (b) by either Parent or the Company:

              (i) if the Merger shall not have been consummated by March 31,
     1998, provided, however, that the right to terminate this Agreement
     pursuant to this Section 7.1(b)(i) shall not be available to any party
     whose failure to perform any of its obligations under this Agreement
     results in the failure of the Merger to be consummated by such time;
     provided, however, that this Agreement may be extended not more than 20
     days by either party by written notice to the other party if the Merger
     shall not have been consummated as a direct result of the condition set
     forth in Section 6.1(c) failing to have been satisfied and the extending
     party reasonably believes that the relevant approvals will be obtained
     during such extension period;

              (ii) if the Company Stockholder Approval shall not have been
     obtained at the Company Stockholders Meeting duly convened therefor or at
     any adjournment or postponement thereof; or

              (iii) if any Restraint having any of the effects set forth in
     Section 6.1(d) shall be in effect and shall have become final and
     nonappealable; provided, that the party seeking to terminate this Agreement
     pursuant to this Section 7.1(b)(iv) shall have used best efforts to prevent
     the entry of and to remove such Restraint;

          (c) by Parent, if the Company shall have breached or failed to perform
in any material respect any of its representations, warranties, covenants or
other agreements contained in this Agreement, which breach or failure to perform
(A) would give rise to the failure of a condition set forth in Section 6.2(a) or
(b), and (B) is incapable of being cured by the Company or is not cured within
45 days of written notice thereof;

                                       77
<PAGE>

          (d) by the Company, if Parent shall have breached or failed to perform
in any material respect any of its representations, warranties, covenants or
other agreements contained in this Agreement, which breach or failure to perform
(A) would give rise to the failure of a condition set forth in Section 6.3(a) or
(b), and (B) is incapable of being cured by Parent or is not cured within 45
days of written notice thereof; or

          (e) by the Company in accordance with Section 4.2(b); provided that,
in order for the termination of this Agreement pursuant to this paragraph (e) to
be deemed effective, the Company shall have complied with all provisions of
Section 4.2, including the notice provisions therein, and with applicable
requirements, including the payment of the fee referred to in paragraph (b)(i)
of Section 5.8.

          SECTION 7.2 Effect of Termination. In the event of termination of this
Agreement by either the Company or Parent as provided in Section 7.1, this
Agreement shall forthwith become void and have no effect, without any liability
or obligation on the part of Parent or the Company, other than the provisions of
Section 3.3(o), Section 3.4(m), the last sentence of Section 5.4, Section 5.8,
this Section 7.2 and Article VIII, which provisions survive such termination,
and except to the extent that such termination results from the willful and
material breach by a party of any of its representations, warranties, covenants
or agreements set forth in this Agreement.

          SECTION 7.3 Amendment. This Agreement may be amended by the parties at
any time before or after the Company Stockholder Approval or the Parent
Stockholder Approval; provided, however, that after any such approval, there
shall not be made any amendment that by law requires further approval by the
stockholders of the Company or Parent without the further approval of such
stockholders. This Agreement may not be amended except by an instrument in
writing signed on behalf of all of the parties.

          SECTION 7.4 Extension; Waiver. At any time prior to the Effective
Time, a party may (a) extend the time for the performance of any of the
obligations or other acts of the other parties, (b) waive any inaccuracies in
the representations and warranties of the other parties contained in this
Agreement or in any document delivered pursuant to this Agreement or (c) subject
to the proviso of Section 7.3, waive compliance by the other party with any of
the agreements or conditions contained in this Agreement. Any agreement on the
part of a party to any such extension or waiver shall be valid only if set forth
in an instrument in writing signed on behalf of such party. The failure of any
party to this Agreement to assert any of its rights under this Agreement or
otherwise shall not constitute a waiver of such rights.

                                       78
<PAGE>

          SECTION 7.5 Procedure for Termination, Amendment, Extension or Waiver.
A termination of this Agreement pursuant to Section 7.1, an amendment of this
Agreement pursuant to Section 7.3 or an extension or waiver pursuant to Section
7.4 shall, in order to be effective, require, in the case of Parent, Sub or the
Company, action by its Board of Directors or, with respect to any amendment to
this Agreement, the duly authorized committee of its Board of Directors to the
extent permitted by law.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

          SECTION 8.1 Nonsurvival of Representations and Warranties. None of the
representations and warranties in this Agreement or in any instrument delivered
pursuant to this Agreement shall survive the Effective Time. This Section 8.1
shall not limit any covenant or agreement of the parties which by its terms
contemplates performance after the Effective Time.

          SECTION 8.2 Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be deemed
given if delivered personally, telecopied (which is confirmed) or sent by
overnight courier (providing proof of delivery) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):

          (a)  if to Parent or Sub, to

          Travelers Group Inc.
          388 Greenwich Street
          New York, New York 10013

          Telecopy No.: (212) 816-8996
          Attention: Charles O. Prince, III

          with a copy to:

          Skadden, Arps, Slate, Meagher & Flom LLP
          919 Third Avenue
          New York, New York  10022
          Telecopy No.:  (212) 735-2000
          Attention:  Kenneth J. Bialkin



                                       79
<PAGE>

          (b)  if to the Company, to

          Salomon Inc
          Seven World Trade Center
          New York, New York 10048

          Telecopy No.: (212) 783-1752
          Attention:  Robert H. Mundheim

          with a copy to:

          Cravath, Swaine & Moore
          Worldwide Plaza
          825 Eighth Avenue
          New York, New York  10019
          Telecopy No.:  (212) 474-3700
          Attention:  B. Robbins Kiessling

          SECTION 8.3 Definitions. For purposes of this Agreement:

          (a) except as otherwise provided for in this Agreement, an "affiliate"
of any person means another person that directly or indirectly, through one or
more intermediaries, controls, is controlled by, or is under common control
with, such first person, where "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management
policies of a person, whether through the ownership of voting securities, by
contract, as trustee or executor, or otherwise; provided, however, that in no
event shall Berkshire Hathaway Inc. or any person in which it directly or
indirectly holds securities be deemed to be an affiliate of the Company or its
subsidiaries; provided, further, that (x) any investment account advised or
managed by such person or one of its subsidiaries or affiliates on behalf of
third parties, or (y) any partnership, limited liability company, or other
similar investment vehicle or entity engaged in the business of making
investments of which such person acts as the general partner, managing member,
manager, investment advisor, principal underwriter or the equivalent shall not
be deemed an affiliate of such person;

                                       80
<PAGE>

          (b) "material adverse change" or "material adverse effect" means, when
used in connection with the Company or Parent, any change, effect, event,
occurrence or state of facts that is, or would reasonably be expected to be,
materially adverse to the business, financial condition or results of operations
of such party and its subsidiaries taken as a whole, other than any change,
effect, event or occurrence constituting or relating to any of the following:

          (i) the United States economy or securities markets in general;

          (ii) this Agreement or the transactions contemplated hereby or the
     announcement thereof;

          (iii) the financial services industry in general, and not specifically
     relating to Parent or the Company or their respective subsidiaries;

          (iv) the resignation of officers or employees of the Company or Parent
     or their respective subsidiaries; and

          (v) changes in balance sheet items of the Company and its subsidiaries
     relating to changes in the manner by which they finance their operations as
     a result of restrictions on their access to the public debt markets in
     connection with the transactions contemplated hereby.

The terms "material" and "materially" have correlative meanings;

          (c) "person" means an individual, corporation, partnership, limited
liability company, joint venture, association, trust, unincorporated
organization or other entity;

          (d) a "subsidiary" of any person means another person, an amount of
the voting securities, other voting ownership or voting partnership interests of
which is sufficient to elect at least a majority of its Board of Directors or
other governing body (or, if there are no such voting interests, 50% or more of
the equity interests of which) is owned directly or indirectly by such first
person; provided, however, that (x) any investment account advised or managed by
such person or one of its subsidiaries or affiliates on behalf of third parties,
or (y) any partnership, limited liability company, or other similar investment
vehicle or entity engaged in the business of making investments of which such
person acts as the general partner, managing member, manager, investment
advisor, principal underwriter or the equivalent shall not be deemed a
subsidiary of such person; and

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<PAGE>

          (e) "knowledge" of any person which is not an individual means the
knowledge of such person's executive officers.

          SECTION 8.4 Interpretation. When a reference is made in this Agreement
to an Article, Section or Exhibit, such reference shall be to an Article or
Section of, or an Exhibit to, this Agreement unless otherwise indicated. The
table of contents and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Whenever the words "include", "includes" or "including" are used
in this Agreement, they shall be deemed to be followed by the words "without
limitation". The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement. All terms defined in this
Agreement shall have the defined meanings when used in any certificate or other
document made or delivered pursuant hereto unless otherwise defined therein. The
definitions contained in this Agreement are applicable to the singular as well
as the plural forms of such terms and to the masculine as well as to the
feminine and neuter genders of such term. Any agreement, instrument or statute
defined or referred to herein or in any agreement or instrument that is referred
to herein means such agreement, instrument or statute as from time to time
amended, modified or supplemented, including (in the case of agreements or
instruments) by waiver or consent and (in the case of statutes) by succession of
comparable successor statutes and references to all attachments thereto and
instruments incorporated therein. References to a person are also to its
permitted successors and assigns.

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<PAGE>

          SECTION 8.5 Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other parties.

          SECTION 8.6 Entire Agreement; No Third-Party Beneficiaries. This
Agreement (including the documents and instruments referred to herein) and the
Confidentiality Agreements (a) constitute the entire agreement, and supersede
all prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter of this Agreement and (b) except for
the provisions of Article II, Sections 5.6, 5.7, 5.10(b), 5.10(c) and 5.17, are
not intended to confer upon any person other than the parties any rights or
remedies.

          SECTION 8.7 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflict of
laws thereof.

          SECTION 8.8 Assignment. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned, in whole or in
part, by operation of law or otherwise by any of the parties hereto without the
prior written consent of the other parties; provided, however, that Sub may
assign its rights and obligations, in whole or in part, under this Agreement to
any other wholly owned subsidiary of Parent. Any assignment in violation of the
preceding sentence shall be void. Subject to the preceding two sentences, this
Agreement will be binding upon, inure to the benefit of, and be enforceable by,
the parties and their respective successors and assigns.

          SECTION 8.9 Consent to Jurisdiction. Each of the parties hereto (a)
consents to submit itself to the personal jurisdiction of any federal court
located in the State of Delaware or any Delaware state court in the event any
dispute arises out of this Agreement or any of the transactions contemplated by
this Agreement, (b) agrees that it will not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such court,
and (c) agrees that it will not bring any action relating to this Agreement or
any of the transactions contemplated by this Agreement in any court other than a
federal court sitting in the State of Delaware or a Delaware state court.

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<PAGE>

          SECTION 8.10 Headings. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

          SECTION 8.11 Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible to the fullest
extent permitted by applicable law in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.

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          IN WITNESS WHEREOF, Parent, Sub and the Company have caused this
Agreement to be signed by their respective officers thereunto duly authorized,
all as of the date first written above.

                                   TRAVELERS GROUP INC.

                                   By /s/ Sanford I. Weill
                                   ----------------------------------
                                   Title: Chairman of the Board and
                                   Chief Executive Officer

                                   DIAMONDS ACQUISITION CORP.

                                   By /s/ Charles O. Prince, III
                                   ----------------------------------
                                   Title: Executive Vice President

                                   SALOMON INC

                                   By /s/ Robert E. Denham
                                   ----------------------------------
                                   Title: Chairman and Chief
                                   Executive Officer


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Source: OneCLE Business Contracts.