Edgar Filing: TRAVELERS PROPERTY CASUALTY CORP

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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TRAVELERS PROPERTY CASUALTY CORP.
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PRELIMINARY COPY

[LOGO] TRAVELERS(SM)

Travelers Property Casualty Corp.
One Tower Square
Hartford, CT 06183

March 17, 2003

Dear Shareholder:

We cordially invite you to attend Travelers Property Casualty Corp.'s annual
shareholders' meeting to be held on April 24, 2003 at 10:00 a.m. at the
Wadsworth Atheneum, 600 Main Street, Hartford, Connecticut. This is our first
shareholders' meeting since becoming a public company in March 2002, when we
completed our initial public offering, and since becoming an independent public
company in August 2002 when Citigroup completed its spin-off of Travelers.

At the meeting, shareholders will vote on a number of important matters. Please
take the time to carefully read each of the proposals described in the attached
proxy statement.

Thank you for your support of our company.

Sincerely,

Robert I. Lipp
Chairman of the Board and
Chief Executive Officer

--------------------------------------------------------------------------------
This proxy statement and the accompanying proxy card are being mailed to
Travelers Property Casualty Corp. shareholders beginning about March 17, 2003.

iii

[LOGO] TRAVELERS(SM)

Travelers Property Casualty Corp.
One Tower Square
Hartford, CT 06183

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Dear Shareholder:

Travelers Property Casualty Corp.'s (Travelers) annual shareholders' meeting
will be held on Thursday, April 24, 2003 at 10:00 a.m. at the Wadsworth
Atheneum, 600 Main Street, Hartford, Connecticut.

At the meeting, shareholders will be asked to

o Elect four members of Travelers board of directors;

o Approve the Travelers Property Casualty Corp. 2002 Stock Incentive Plan;

o Approve the Travelers Property Casualty Corp. Executive Performance
Compensation Plan;

o Approve certain amendments to Travelers certificate of incorporation

o Ratify the selection of KPMG LLP as Travelers independent auditors for
2003; and

o Consider any other business properly brought before the meeting.

The close of business on February 24, 2003 is the record date for determining
shareholders entitled to notice of and to vote at the annual meeting. A list of
these shareholders will be available at Travelers headquarters, One Tower
Square, Hartford, Connecticut, before the annual meeting.

Please sign, date and promptly return the enclosed proxy card in the enclosed
envelope, or vote by telephone or internet (instructions are on your proxy
card), so that your shares will be represented whether or not you attend the
annual meeting.

By order of the board of directors

James M. Michener
Secretary
March 17, 2003

Contents Page

About the Annual Meeting

How We Have Done
Annual report
Cumulative total return

Stock Ownership

Item 1 - Election of Directors

The Class I Nominees
Directors Continuing in Office
Corporate Governance
Director Independence
Meetings of the Board of Directors
Committees of the Board of Directors
Directors' Compensation
Audit Committee Report

Executive Compensation
Report on Executive Compensation by the
Compensation and Governance Committee
Compensation Tables
Retirement Plans

Item 2 - Approval and Adoption of the
Travelers Property Casualty Corp. 2002 Stock
Incentive Plan

Item 3 - Approval and Adoption of the
Travelers Property Casualty Corp. Executive
Performance Compensation Plan

Item 4 - Approval of Certain Amendments to
Travelers Certificate of Incorporation

Item 5 - Ratification of Selection of
Independent Auditors

Certain Relationships and Transactions

Relationships with Citigroup

Submission of Future Shareholder Proposals

Cost of Annual Meeting and Proxy Solicitation

Section 16(a) beneficial ownership reporting compliance

Annex A - Audit Committee Charter

Annex B - Travelers Property Casualty Corp. 2002 Stock Incentive Plan

Annex C - Travelers Property Casualty Corp. Executive Performance Compensation
Plan

Annex D - Proposed amendments to the certificate of incorporation

About the annual meeting

Our first annual meeting.

This is the first annual shareholders' meeting of Travelers Property Casualty
Corp. ("Travelers", "we" or "our") since we completed our initial public
offering of our Class A common stock in March 2002 ("IPO"). In August 2002,
Citigroup Inc., our former parent company, distributed to its own shareholders
most of our shares of Class A common stock and Class B common stock that
Citigroup owned (the "Spin-off"). As a result, Citigroup no longer controls us,
and we are an independent public company.

Who is soliciting my vote?

The board of directors of Travelers is soliciting your vote at the 2003 annual
meeting of Travelers shareholders.

What will I be voting on?

o Election of four members of Travelers board of directors (see page
__);
o Approval of the Travelers Property Casualty Corp. 2002 Stock
Incentive Plan (see page --);
o Approval of the Travelers Property Casualty Corp. Executive
Performance Compensation Plan (see page __);
o Approval of certain amendments to Travelers certificate of
incorporation (see page --);
o Ratification of the selection of KPMG LLP as Travelers independent
auditors for 2003 (see page __).

How many votes do I have?

You will have one vote for each share of Travelers Class A common stock, and
seven votes for each share of Travelers Class B common stock, you owned on
February 24, 2003 (the record date).

How many votes can be cast by all shareholders?

[4,003,333,892] consisting of

o one vote for each of Travelers [503,835,960] shares of Class A
common stock that were outstanding on the record date, and

o Seven votes for each of Travelers [499,928,276] shares of Class B
common stock that were outstanding on the record date.

The Class A and Class B common stock will vote as a single class on all matters
scheduled to be voted on at the annual meeting. There is no cumulative voting.

How many votes must be present to hold the meeting?

A majority of the votes that can be cast, or [2,001,666,947] votes, are required
for a quorum.

How many votes are needed to elect directors and to approve the other proposals?

Directors are elected by a plurality of the votes cast. Each other matter
submitted to the shareholders will be approved if the votes cast in favor exceed
the votes cast against the matter.

Does any single shareholder control as much as 5% of any class of Travelers
stock?

Based on Schedules 13G filed with the Securities and Exchange Commission ("SEC")
and/or information available to Travelers, the only shareholders known to us to
control as much as 5% of the Class A or Class B common stock are:

Number of shares Percentage of class Percentage of Percentage voting
beneficially owned beneficially owned (a) shares of both power of both
------------------------ ---------------------- classes of common classes of common
Beneficial owner Class A Class B Class A Class B stock outstanding (a) stock outstanding (a)
----------------------------------------------------------------------------------------------------------------------------------

Citigroup Inc. 52,107,114 53,698,465 10.3% 10.7% 10.6% 10.7%
399 Park Avenue
New York, New
York 10043 (b)

AXA Financial, 58,101,628 0 11.5% 0 5.8% 1.4%
Inc. 10.3% 0
1290 Avenue of
the Americas,
New York, New
York 10104 (c)

J.P. Morgan 26,536,271 0 5.2% 0 2.6% 0.6%
Chase & Co.
270 Park Avenue
New York, NY
10017 (d)

State Street 0 30,959,309 0 6.2% 3.1% 5.4%
Bank and Trust
Company, Trustee
225 Franklin
Street
Boston, MA
02110 (e)

FMR Corp. 35,940,842 0 7.1% 0 3.6% 0.9%
82 Devonshire
Street
Boston, MA
02109 (f)

Barclay's Global 0 34,397,105 0 6.9% 3.4% 6.0%
Investors, NA
45 Fremont Street
San Francisco,
CA 94105 (g)

(a) Based on the number of shares of common stock entitled to vote as of the
record date.
(b) These numbers are based upon the beneficial ownership, as of December 31,
2002, that Citigroup has reported in its Schedule 13G filings. Of the
Class A and Class B shares Citigroup beneficially owns, 2,156,779 shares
of Class A common stock and 3,747,997 shares of Class B common stock are
primarily held in a fiduciary or similar capacity by various Citigroup
subsidiaries.
(c) A Schedule 13G, as amended, was filed with the SEC by AXA Financial, Inc.
and the following affiliates as a group: AXA Conseil Vie Assurance
Mutuelle, AXA Assurances I.A.R.D Mutuelle, AXA Assurances Vie Mutuelle,
AXA Courtage Assurance Mutuelle, and AXA. The shares of Class A common
stock beneficially owned as of December 31, 2002 are held by various
affiliates of the foregoing AXA entities, including 57,884,892 shares held
by Alliance Capital Management L.P. in client discretionary investment
advisory accounts. Of the 58,101,628 shares beneficially owned, the group
had sole voting power as to 31,355,206 shares, shared voting power as to
14,854,096 shares, sole dispositive power as to 58,097,215 shares and
shared dispositive power as to 4,413 shares.

How do I vote?

You can vote either in person at the annual meeting or by proxy without
attending the annual meeting.

To vote by proxy, you must either

o fill out the enclosed proxy card, date and sign it, and return it in the
enclosed postage-paid envelope,

o vote by telephone (instructions are on the proxy card), or

o vote by internet (instructions are on the proxy card).

Travelers employees who participate in Travelers benefit plans may receive their
proxy cards separately.

If you want to vote in person at the annual meeting, and you hold your Travelers
stock through a securities broker (that is, in "street name"), you must obtain a
proxy from your broker and bring that proxy to the meeting.

Can I change my vote?

Yes. Just send in a new signed proxy card with a later date, or cast a new vote
by telephone or internet, or send a written notice of revocation to Travelers
Secretary at the address on the cover of this proxy statement. If you attend the
annual meeting and want to vote in person, you can request that your previously
submitted proxy not be used. Otherwise, your attendance itself will not
constitute a revocation of your previously submitted proxy.

What if I don't vote for some of the matters listed on my proxy card?

If you return a signed proxy card without indicating your vote, your shares will
be voted for (i) the nominees for election as directors listed on the proxy
card; (ii) approval of the Travelers Property Casualty Corp. 2002 Stock
Incentive Plan; (iii) approval of the Travelers Property Casualty Corp.
Executive Performance Compensation Plan; (iv) approval of certain amendments to
Travelers certificate of incorporation; and (v) the ratification of the
selection of KPMG LLP as independent auditors for 2003.

What if I vote "abstain"?

A vote to "abstain" on any matter will have no effect on the votes required to
elect directors or to approve any other matter.

Can my shares be voted if I don't return my proxy card and don't attend the
annual meeting?

If you don't vote your shares held in street name, your broker may be able to
vote your shares on some of the matters scheduled to come before the meeting.
However, there are pending amendments to New York Stock Exchange Rules that
would prohibit your broker from voting your shares on the matters relating to
the Travelers Property Casualty Corp. 2002 Stock Incentive Plan and the
Travelers Property Casualty Corp. Executive Performance Compensation Plan. It is
possible that these amendments will be adopted after this proxy statement has
been printed.

If you don't vote your shares held in street name, and your broker doesn't vote
them, the votes will be broker nonvotes, which will have no effect on the vote
for any matter scheduled to be considered at the annual meeting.

If you don't vote your shares held in your name (that is shares "of record"),
your shares will not be voted.

Could other matters be decided at the annual meeting?

We don't know of any other matters that will be considered at the annual
meeting. If any other matters arise at the annual meeting, the proxies will be
voted at the discretion of the proxy holders.

What happens if the meeting is postponed or adjourned?

Your proxy will still be good and may be voted at the postponed or adjourned
meeting. You will still be able to change or revoke your proxy until it is
voted.

Do I need a ticket to attend the annual meeting?

Yes, you will need an admission ticket or proof of ownership of Travelers common
stock to enter the meeting. If you are a shareholder of record, you will find an
admission ticket attached to the proxy card sent to you. If you plan to attend
the meeting, please so indicate when you vote and

bring the ticket with you to the meeting. If your shares are held in the name of
a bank, broker or other holder of record, your admission ticket is the left side
of your voting information form. If you don't bring your admission ticket, you
will need proof of ownership to be admitted to the meeting. A recent brokerage
statement or letter from a bank or broker is an example of proof of ownership.
If you arrive at the meeting without an admission ticket, we will admit you only
if we are able to verify that you are a Travelers shareholder.

How We Have Done

Annual Report

Travelers annual report to shareholders for 2002 has been sent along with this
proxy statement, or sent previously. We urge you to read it carefully.

Cumulative total return

The following graph and table compare the changes in cumulative total return of
Travelers Class A common stock for the period beginning on March 22, 2002, the
date of Travelers IPO, and ending on December 31, 2002, with the cumulative
total return for the same period of

o the S&P 500 Index, and

o a Peer Index.

The Peer Index tracks the price (weighted by market capitalization) of the
common stock of the following companies that comprise the S&P Property and
Casualty Insurance Index: Ace Limited, The Allstate Corporation, Ambac Financial
Group, Inc., The Chubb Corporation, Cincinnati Financial Corporation, MBIA Inc.,
MGIC Investment Corporation, The Progressive Corporation, SAFECO Corporation,
The St. Paul Companies, Inc., Travelers Property Casualty Corp. and XL Capital
LTD.

The following graph and table show the value at year-end of $100 invested in the
Class A common stock at the closing price on the March 22, 2002 IPO date, the
S&P 500, and the Peer Index. The comparisons in this table are set forth in
response to SEC disclosure requirements, and therefore are not intended to
forecast future performance of Travelers common stock.

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

Comparison of cumulative total return for the period commencing
March 22, 2002 through December 31, 2002

Total Return to Shareholders
(Dividends reinvested monthly)

[THE FOLLOWING WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL]

INDEXED RETURNS
Months Ending

Base
Period
Company/Index 22 Mar 02 Mar 02 Apr 02 May 02 Jun 02 Jul 02 Aug 02 Sep 02 Oct 02 Nov 02 Dec 02
------------------------------------------------------------------------------------------------------------------------------------

Travelers Property
Casualty Corp. -
Class A common
stock 100 102.25 95.04 89.72 90.49 83.33 80.37 67.48 68.25 81.54 74.90

S&P 500 Index 100 99.97 93.91 93.22 86.58 79.83 80.35 71.62 77.92 82.51 77.66

S&P 500 Property
& Casualty
Insurance Index
("Peer Index") 100 101.47 105.85 101.19 97.19 90.62 87.58 79.75 85.74 90.64 83.52

Stock Ownership

The following table shows the beneficial ownership of the Class A and Class B
common stock by our directors and certain executive officers as of the record
date.

Total Common Stock
Beneficially Owned
Class A ------------------
Class A Stock
Common Options Class
Stock Exercisable A
Beneficially Within 60 common Class
Owned Days of Stock B
Excluding the Including Common
Name Position Options Record Date (a) Options Stock
---- -------- ------- --------------- ------- -----

Jay S. Benet Chief 52,419 110,791 163,210 6,258
Financial
Officer

Howard P. Berkowitz Director 11,268 0 11,268 0

Kenneth J. Bialkin Director 46,717 0 46,717 85,586

Charles J. Clarke President 69,858 227,344 297,202 2,975
and
Director

Leslie B. Disharoon Director 13,225 0 13,225 16,776

Douglas G. Elliot Chief 48,399 150,836 199,235 5,402
Operating
Officer

Meryl D. Hartzband Director 2,668 0 2,668 0

Robert I. Lipp Chairman 875,067 864,864 1,739,931 12,779
of the
Board and
Chief
Executive
Officer

James M. Michener General 37,235 197,235 234,470 7,094
Counsel
and
Secretary

Clarence Otis, Jr. Director 2,668 0 2,668 0

Jeffrey M. Peek Director 11,711 0 11,711 88

Nancy A. Roseman Director 834 0 834 0

Charles W. Scharf Director 3,931 0 3,931 4,650

Frank J. Tasco Director 5,658 0 5,658 1,227

Laurie J. Thomsen Director 5,368 0 5,368 0

All Directors 1,184,358 2,118,117 3,487,541 224,153
and Executive
Officers as a
group (23 persons)

----------
(a) Stock options are to purchase shares of Class A common stock only.

As of the record date, no director or executive officer beneficially owned as
much as 1% of Class A or Class B common stock.

Some of the Travelers shares shown in the preceding table are considered as
beneficially owned under SEC rules, including shares (i) for which receipt has
been deferred under the director's compensation plan, (ii) held in trusts, (iii)
owned by a family member, (iv) for which the director or executive officer has
direct or indirect voting power but that are subject to forfeiture and
restrictions on disposition, or (v) underlying stock options that may be
exercised within sixty days of the record date. The following table shows the
nature of the beneficial ownership, except for stock options, which are reported
in the table above.

Voting power,
but subject to
Owned by forfeiture and
Receipt Held in family restrictions on
Director/Officer Deferred(a) trusts member disposition (b)
---------------- ----------- ------ ------ ---------------

Jay S. Benet 0 0 0 27,879 Class A
230 Class B

Howard P. Berkowitz 1,668 0 0 0

Kenneth J. Bialkin 5,061 0 295 Class A 0
608 Class B

Charles J. Clarke 0 0 0 34,282 Class A
705 Class B

Leslie B. Disharoon 5,061 0 362 Class A 0
745 Class B

Douglas G. Elliot 0 0 0 30,520 Class A
537 Class B

Meryl D. Hartzband 1,668 0 0 0

Robert I. Lipp 0 284,598 Class A 0 32,958 Class A
12,262 Class B

James M. Michener 0 0 0 25,916 Class A
607 Class B

Clarence Otis, Jr. 1,668 0 0 0

Jeffrey M. Peek 1,668 0 0 0

Nancy A. Roseman 0 0 0 0

Charles W. Scharf 1,668 0 0 0

Frank J. Tasco 5,061 0 0 0

Laurie J. Thomsen 1,668 0 1,000 Class A 0

All Directors and 25,195 287,222 Class A 2,113 Class A 228,174 Class A
Executive 17,654 Class B 1,453 Class B 3,756 Class B
Officers as a
group (23 persons)

----------
(a) Represents shares of unissued Class A common stock granted under the
Travelers Property Casualty Corp. Compensation Plan for Non-Employee
Directors (see "Directors' Compensation" below). Receipt of the shares is
deferred and credited to an account that Travelers maintains for each
non-employee director.
(b) Represents shares of Travelers restricted common stock granted under the
Travelers Property Casualty Corp. 2002 Stock Incentive Plan, including
shares that were granted to replace Citigroup restricted common stock in
the Spin-off (see footnote (b) to the Summary Compensation Table below).

Item 1 - Election of Directors

Travelers certificate of incorporation provides for a classified Board of
Directors whose members are divided into three classes, Class I, Class II and
Class III, with each class being as nearly equal in number as possible. At each
annual meeting of shareholders, nominees are elected as directors to a class
with a term of office that expires at the annual meeting of shareholders held
three years after, and until their successors are elected and qualified. The
Board of Directors currently consists of twelve members, classified as set forth
below.

The terms of office of the Class I directors expire at the 2003 Annual Meeting.
The Board of Directors has nominated each Class I director for reelection for a
three-year term of office that will expire at the annual meeting to be held in
2006, and until their successors are elected and qualified.

Below is information about the Class I nominees and all other directors,
including their principal occupation, business experience and other matters.

The Class I Nominees

Kenneth J. Bialkin - Mr. Bialkin, 73, has been a director of Travelers since May
2002. Mr. Bialkin is a partner at the law firm of Skadden, Arps, Slate, Meagher
& Flom LLP. He joined the firm in 1988. From 1996 - 2000 he was a director of
Travelers Insurance Group Holdings Inc., ("TIGHI"), Travelers predecessor public
company. He also was a director of Citigroup (or its predecessor Travelers
Group) from 1986 to 2002. He is a director of The Municipal Assistance
Corporation for the City of New York, Tecnomatix Technologies Ltd. and Sapiens
International Corporation N.V. He is a trustee of Carnegie Hall, a member of the
Visiting Committee, Graduate Faculty of New School University, President of the
American Jewish Historical Society, Chairman of the America - Israel Friendship
League and a member of the Council on Foreign Relations.

Clarence Otis, Jr. - Mr. Otis, 46, has been a director of Travelers since
September 2002. He has been the Executive Vice President of Darden Restaurants,
Inc., and President of its Smokey Bones Restaurants division, since December
2002. Prior to this, he was Executive Vice President and Chief Financial Officer
of Darden Restaurants from April 2002 to December 2002, Senior Vice President
and Chief Financial Officer from 1999 - 2002, Senior Vice President, Finance and
Treasurer from 1997-1999, and Vice President and Treasurer from 1995-1997. Mr.
Otis was also Managing Director, Public Finance (1992-1995) and Vice President,
Public Finance (1991-1992) at Chemical Banking Corp.; Managing Director, Public
Finance at Muriel Siebert & Company from 1990-1991; and Vice President, Public
Finance at Credit Suisse First Boston from 1987-1990. He is a member of various
associations including the Financial Executive Institute, Executive Leadership
Council and a member of the New York Bar.

Jeffrey M. Peek - Mr. Peek, 55, has been a director of Travelers since September
2002. He has been the Vice Chairman of Credit Suisse First Boston since 2002.
From 1983 to 2001, he held various executive positions at Merrill Lynch,
including Executive Vice President from 1997-2001. From 1975-1983, he was a
Managing Director at Warburg Paribas Becker. Mr. Peek is a

director or trustee of the New York City Ballet, Teachers College at Columbia
University, the Brearley School, International Tennis Hall of Fame, Business
Committee for the Metropolitan Museum of Art, and Advisory Council for Bendheim
Center for Finance at Princeton University.

Laurie J. Thomsen - Ms. Thomsen, 45, has been a director of Travelers since
September 2002. She was a Co-founding General Partner of Prism Venture Partners,
a venture capital firm, from 1995-2000. Since 2000, Ms. Thomsen has been a
Venture Partner of Prism Venture Partners. From 1988-1995, she was a General
Partner at Harbourvest Partners (formerly Hancock Venture Partners) in Boston,
and an Associate there from 1984-1988. She also was a Vice President at John
Hancock Mutual Life in the Bond, Corporate Finance Department in 1984; and an
Assistant Vice President at U.S. Trust Co. of New York from 1979 - 1984. Ms.
Thomsen is a director of RealMed, The Horizons Initiative, New Profit, Inc., and
a trustee of Williams College.

Directors Continuing in Office

Class II Directors (terms expire at the 2004 annual meeting)

Howard P. Berkowitz - Mr. Berkowitz, 62, has been a director of Travelers since
September 2002. He is the founder and has been the Managing General Partner of
HPB Associates, a New York investment firm, since 1980. He has managed
investment funds since 1967, when he was a founding partner of Steinhardt, Fine,
Berkowitz & Company, a hedge fund. Mr. Berkowitz is a director of the New York
City Ballet, a member of the Executive Committee of the Washington Institute for
Near East Policy, Co-Chair of the Conference of Presidents of Major American
Jewish Organizations Peace and Security Task Force, and President of the
Anti-Defamation League Foundation. He has served or currently serves on the
investment committees of the UJA Federation, Steadman Hawkins Sports Medicine
Foundation, Cancer Research Institute, the Anti-Defamation League and the New
York City Ballet.

Charles J. Clarke - Charles J. Clarke, 67, is our President and was Chairman and
Chief Executive Officer of TIGHI just prior to December 18, 2001. He has been a
director of Travelers since June 2000. Mr. Clarke was our President from January
2001 to October 2001. Prior to that time he had been our Vice Chairman from
January 1998 to January 2001. Mr. Clarke had been Chief Executive Officer of
Commercial Lines from January 1996 to January 1998 and was Chairman of
Commercial Lines from 1990 to January 1996. He had held other executive and
management positions with us for many years, and he has been with us since 1958.

Leslie B. Disharoon - Mr. Disharoon, 70, has been a director of Travelers since
May 2002. He was Chairman of the Board, President and Chief Executive Officer of
Monumental Corporation (an insurance holding company) from 1978 to 1988. He was
a director of TIGHI from 1998 - 2000 and a director of Citigroup and its
predecessor Travelers Group from 1986 until 1998. Mr. Disharoon is a director of
Aegon USA, Inc. and Mercantile Funds, Inc. He is President of the Caves Valley
Club Inc.

Nancy A. Roseman - Ms. Roseman, 44, has been a director of Travelers since
September 2002. She has been the Dean of Williams College since 2000 where she
also has been a Professor of

Biology since 1991. From 1987-1991 she was a Post-Doctoral Fellow at Oregon
State University.

Class III Directors (terms expire at the 2005 annual meeting)

Meryl D. Hartzband - Ms. Hartzband, 48, has been a director of Travelers since
September 2002. She is a Senior Principal and the Investment Director of MMC
Capital, Inc., a subsidiary of Marsh & McLennan Companies, Inc. Ms. Hartzband
joined MMC Capital in 1999 as Principal & Investment Director. Prior to this,
she was a Managing Director for JP Morgan & Co. from 1982-1999 and an Assistant
Treasurer for Chase Manhattan Bank from 1977-1980.

Robert I. Lipp - Robert I. Lipp, 64, has been our Chairman and Chief Executive
Officer since December 18, 2001. Mr. Lipp served as Chairman of the Board of
TIGHI from 1996 to 2000 and from January 2001 to October 2001, and was the Chief
Executive Officer and President of TIGHI from 1996 to 1998. During 2000 he was a
Vice-Chairman and member of the Office of the Chairman of Citigroup. He was
Chairman and Chief Executive Officer - Global Consumer Business of Citigroup
from 1999 to 2000. From October 1998 to April 1999, he was Co-Chairman - Global
Consumer Business of Citigroup. From 1993 to 2000, he was Chairman and Chief
Executive Officer of Travelers Insurance Group Inc., a Travelers predecessor
company. From 1991 to 1998, he was a Vice-Chairman and Director of Travelers
Group, Inc. and from 1991 to 1993, he was Chairman and Chief Executive Officer
of CitiFinancial Credit Company. Prior to joining Citigroup in 1986, Mr. Lipp
spent 23 years with Chemical New York Corporation. He is a director of Accenture
Ltd., president of the New York City Ballet, a trustee of Carnegie Hall and the
Massachusetts Museum of Contemporary Art, Chairman of the Executive Committee at
Williams College, and Chairman of Dance-On Inc.

Charles W. Scharf - Mr. Scharf, 37, has been a director of Travelers since
September 2002. He has been the Chief Executive Officer of Bank One's Retail
Division since 2002. Prior to this, he was the Chief Financial Officer/Executive
Vice President at Bank One from 2000-2002; the Chief Financial Officer of the
Corporate and Investment Bank at Citigroup from 1999 - 2000; the Chief Financial
Officer at Salomon Smith Barney from 1997 - 1999; and the Chief Financial
Officer at Smith Barney from 1995 - 1997. Mr. Scharf also held various financial
positions at Travelers Group from 1987 - 1995. He is a director of Visa U.S.A.,
Inc., a member of the Financial Services Roundtable and the Economic Club of
Chicago as well as a director of The Lyric Opera and Lookingglass Theater.

Frank J. Tasco - Mr. Tasco, 75, has been a director of Travelers since May 2002.
He is the retired Chairman of the Board and Chief Executive Officer of Marsh &
McLennan Companies, Inc. He was a director of TIGHI from 1996 to 2000 and was a
director of Travelers Group from 1992 until 1998. He was a member of President
Bush's Drug Advisory Council and was founder of New York Drugs Don't Work. Mr.
Tasco is a director of Axis Specialty Limited and Phoenix House Foundation. He
is a member of the Council on Foreign Relations, the Lincoln Center Consolidated
Corporate Fund Leadership Committee, the Foreign Policy Association, a trustee
of New York University and a trustee of the Inner-City Scholarship Fund.

Corporate Governance

On January 23, 2003, the Board of Directors adopted the Travelers Property
Casualty Corp. Corporate Governance Principles ("Governance Principles") and
written charters for each committee of the Board (the then existing Audit
Committee charter was amended). The Governance Principles, committee charters
and other corporate governance information are available on Travelers Internet
website, www.travelers.com.

Director Independence

The Governance Principles include director independence standards. Under the
Governance Principles, the Board will have a majority of directors who meet the
applicable criteria for independence required by the New York Stock Exchange
("NYSE") by the date required by the NYSE (new NYSE independence rules are
currently pending). The Board must determine, based on all of the relevant facts
and circumstances, whether each director satisfies the criteria for
independence, which include that a director must not have a material
relationship with Travelers, either directly, or indirectly as a partner,
shareholder or officer of another organization that has a relationship with
Travelers.

The Board has established the following guidelines to assist it in making
independence determinations:

a. A director will not be independent if, within the preceding five
years: (i) the director was employed by Travelers; (ii) an immediate
family member (as defined in NYSE rules) of the director was
employed by Travelers as an officer; (iii) the director was employed
by or affiliated with Travelers present or former independent
auditor; (iv) an immediate family member of the director was
employed by Travelers independent auditor as a partner, principal or
manager; or (v) the director was part of an interlocking directorate
in which an executive officer of Travelers served on the
compensation committee of another company that concurrently employed
such director.

b. The following commercial or charitable relationships will be
considered to be material relationships that would impair a
director's independence: (i) if a director is an executive officer
(or holds an equivalent position) of another company that does
business with Travelers and the annual sales to, or purchases from,
Travelers are more than two percent of the annual revenue of (a)
Travelers or, (b) the other company for which the director serves as
an executive officer (or equivalent position), in each case measured
by the last completed fiscal year of Travelers and the other
company; (ii) if a director is an executive officer (or holds an
equivalent position) of another company which is indebted to
Travelers, or to which Travelers is indebted, and the total amount
of either company's indebtedness to the other is more than two
percent of the respective company's total consolidated assets
measured as of the last completed fiscal year of Travelers and the
other company; and (iii) if a director serves as an officer,
director or trustee of a charitable organization, and

Travelers discretionary charitable contributions to the organization
exceed five percent of that organization's total annual operating
expenses (Travelers matching of employee charitable contributions
will not be included in the amount of Travelers contributions for
this purpose).

c. For relationships not covered by the guidelines in (a) or (b) above,
or for relationships that are covered but as to which the Board
believes a director may nonetheless be independent, the
determination of independence shall be made by the directors who
satisfy the NYSE independence rules and the guidelines set forth in
subsections (a) and (b) above. However, any determination of
independence for a director who does not meet these standards must
be specifically explained in Travelers proxy statement.

d. Travelers will not make any personal loans or extensions of credit
to directors or executive officers.

Independence Determinations

Based upon these independence standards, the Board has determined that the
following six directors are independent: Leslie B. Disharoon, Clarence Otis,
Jr., Jeffrey M Peek, Charles W. Scharf, Frank J. Tasco, and Laurie J. Thomsen.

Meetings of the Board of Directors

The Board of Directors met six times in 2002. Following his or her election to
the Board of Directors, each director attended at least 75 percent of the total
number of meetings of the Board of Directors and Board committees of which he or
she was a member in 2002.

Committees of the Board of Directors

The standing committees of the board of directors are:

The Audit Committee, which reviews the audit plans and findings of the
independent auditors and Travelers internal audit and risk review staff, and the
results of regulatory examinations, and tracks management's corrective action
plans where necessary; reviews Travelers accounting policies and controls,
compliance programs, and significant tax and legal matters; recommends to the
board the annual appointment of independent auditors and evaluates their
independence and performance; and reviews Travelers risk management processes.

The Compensation and Governance Committee, which evaluates the efforts of
Travelers and the board of directors to maintain effective corporate governance
practices and identifies candidates for election to the board of directors. The
committee will consider candidates for Board membership suggested by directors
or shareholders. Nominations from shareholders, properly submitted in writing to
the Secretary of Travelers, will be referred to the committee for

consideration. The committee reviews the compensation actions for senior
management. The committee also approves broad-based and special compensation
plans for Travelers.

The Compensation and Governance Committee also establishes compensation for the
chief executive officer and certain other senior executives, and has the
exclusive authority to approve all compensation for those persons covered by
Section 16(a) of the Securities Exchange Act of 1934 and the Covered Executives
required to be named in the summary compensation table that appears later in
this proxy statement.

The Compensation and Governance Committee also administers Travelers equity and
incentive compensation programs. Under the 2002 Stock Incentive Plan, only the
committee can grant stock awards, including options to purchase common stock, to
Travelers Section 16(a) persons and Covered Executives. Awards of stock options
and other stock grants are subject to the terms of the 2002 Stock Incentive Plan
and any other plans that Travelers may adopt. The committee also has the
exclusive authority to administer certain other elements of the 2002 Stock
Incentive Plan and the Travelers Property Casualty Corp. Executive Performance
Compensation Plan intended to comply with Section 162(m) of the Internal Revenue
Code.

The Investment and Finance Committee which assists the board in (i) the
supervision and oversight of the management and investment of Travelers invested
assets, and (ii) financial and capital matters including debt and equity.
Specifically, the committee (a) establishes and reviews the overall investment
philosophy of Travelers; (b) reviews and approves on an annual basis corporate
goals and objectives relevant to investments and evaluates asset allocations and
the performance of investment managers in light of those goals and objectives;
(c) reviews the capital position of Travelers and its subsidiaries periodically;
(d) monitors and oversees Travelers outstanding debt and equity; (e) authorizes
new debt or equity issuance or acquisitions or divestitures subject to limits
upon the authority delegated to the committee by the Board of Directors; and (g)
authorizes repayment, redemption, refinancing or other modifications to existing
debt and equity.

All of the committees are comprised entirely of non-management directors, and
the Audit Committee and the Compensation and Governance Committee are comprised
solely of independent directors. The following table shows the membership and
the number of meetings of each committee during 2002.

--------------------------------------------------------------------------------
Compensation
and Investment
Director Audit Governance and Finance
--------------------------------------------------------------------------------
Howard P. Berkowitz X (chairman)
--------------------------------------------------------------------------------
Kenneth J. Bialkin
--------------------------------------------------------------------------------
Leslie B. Disharoon X X (chairman)
--------------------------------------------------------------------------------
Meryl D. Hartzband X
--------------------------------------------------------------------------------
Clarence Otis, Jr. X
--------------------------------------------------------------------------------
Jeffrey M. Peek X X
--------------------------------------------------------------------------------
Nancy A. Roseman X
--------------------------------------------------------------------------------
Charles W. Scharf X
--------------------------------------------------------------------------------
Frank J. Tasco X (chairman) X
--------------------------------------------------------------------------------
Laurie J. Thomsen X
--------------------------------------------------------------------------------
Number of 2002 Meetings 7 4 0 (a)
--------------------------------------------------------------------------------

(a) The Investment and Finance Committee met for the first time in January
2003.

Directors' Compensation

The Board determines directors' compensation. Under the Travelers Property
Casualty Corp. Compensation Plan for Non-Employee Directors (the "Directors'
Plan"), non-employee directors currently receive an annual retainer of $100,000,
payable quarterly either 100% in Class A common stock, or up to 50% in cash,
with the remainder in Class A common stock. A director may defer receipt of his
or her stock. The Directors' Plan allows an annual stock option grant to
non-employee directors. In 2002, each non-employee director was granted a stock
option to purchase 5,000 shares of Class A common stock at an exercise price
that was not less than the closing price of the Class A common stock on the NYSE
on the day immediately prior to the grant date. The option vests in 20% annual
increments until fully vested after five years, and expires after ten years
unless exercised. Directors receive no additional compensation for participation
on board committees.

Directors who are employees of Travelers or its affiliates do not receive any
compensation for their services as directors.

Audit Committee Report

The Audit Committee consists of four members of the Board of Directors. Each
Audit Committee member is independent, as independence is defined by (i) the
Governance Principles; (ii) the current rules of the New York Stock Exchange
("NYSE") applicable to audit committees, and the proposed NYSE rules regarding
independence of the board generally; and (iii) Section 301 of the Sarbanes-Oxley
Act of 2002.

The Audit Committee has a written charter that the Board of Directors adopted on
June 12, 2002, as amended on January 23, 2003. A copy of the Audit Committee
charter is attached to this proxy statement as Annex A. The Audit Committee
assists the Board in overseeing Travelers accounting, auditing, and financial
reporting practices. The specific duties of the Audit Committee are set forth in
the charter.

Management is responsible for the financial reporting process, the preparation
of consolidated financial statements in accordance with generally accepted
accounting principles, the system of internal controls and procedures designed
to insure compliance with accounting standards and applicable laws and
regulations. Travelers independent auditors are responsible for auditing the
financial statements. The Audit Committee's responsibility is to monitor and
review the processes and procedures described above.

During fiscal 2002, the Audit Committee held seven meetings. Certain meetings
included sessions with only the members of the Audit Committee, and without
management, as well as sessions with the independent auditors, KPMG LLP, without
management present. Among other things, the Audit Committee discussed with
Travelers internal and independent auditors the overall scope and plans for
their respective audits. The Audit Committee separately met with each of the
internal and independent auditors, with and without management, to discuss the
results of their examinations and their evaluations of Travelers internal
controls. The Audit Committee also discussed with the independent auditors all
matters required by generally accepted auditing standards, including those
described in Statement on Auditing Standards No. 61, as amended, "Communication
with Audit Committees."

The Audit Committee reviewed and discussed Travelers audited consolidated
financial statements as of and for the year ended December 31, 2002 with
management and the independent auditors.

The Audit Committee obtained from the independent auditors a formal written
statement describing all relationships between the auditors and Travelers that
might bear on the auditors' independence consistent with Independence Standards
Board Standard No. 1, "Independence Discussions with Audit Committees." The
Audit Committee discussed with the auditors any relationships that may have an
impact on their objectivity and independence and satisfied itself as to the
auditors' independence. The Audit Committee also reviewed, among other things,
the amount of fees paid to KPMG LLP for audit and non-audit services and
considered whether the provision of non-audit services by KPMG LLP is compatible
with maintaining KPMG LLP's independence. KPMG LLP did not provide any financial
information systems design or implementation services to Travelers during the
fiscal year ended December 31, 2002.

Based on the above-mentioned review and discussions with management and the
independent auditors, and subject to the limitations on our role and
responsibilities described above and in the Audit Committee charter, the Audit
Committee recommended to the board of directors that Travelers audited
consolidated financial statements be included in Travelers Annual Report on Form
10-K for the fiscal year ended December 31, 2002, for filing with the Securities
and Exchange Commission.

THE AUDIT COMMITTEE:

Frank J. Tasco, Chairman
Leslie B. Disharoon
Clarence Otis, Jr.
Laurie J. Thomsen

Executive Compensation

Report On Executive Compensation By The Compensation And Governance Committee

Committee Responsibilities. The primary compensation-related objectives of the
Compensation and Governance Committee are to discharge the Board's
responsibilities relating to the compensation of Travelers executive officers
and Travelers compensation programs generally. The committee reviews the
compensation actions for senior management, which includes the most senior
members of corporate staff. Further, the committee approves broad-based and
special compensation plans for Travelers.

The Committee establishes compensation for the Chief Executive Officer and
certain other senior executives and has the exclusive authority to approve all
compensation for any executives covered by Section 16(a) of the Securities
Exchange Act of 1934 ("Section 16(a) Persons") or Section 162(m) of the Internal
Revenue Code ("Section 162(m) Persons") including the executives required to be
named in the Summary Compensation Table (the "Covered Executives").

No member of the Committee is a former or current officer or employee of
Travelers or any of its affiliates, and each member satisfies the applicable
standards of "independence" as required by Section 16(a) of the Securities
Exchange Act of 1934 and Section 162(m) of the Internal Revenue Code (the
"Code").

Statement Of Philosophy. Travelers seeks to attract and retain highly qualified
employees at all levels, including executives whose performance is critical to
Travelers success. In order to accomplish this, Travelers is willing to provide
superior compensation for superior performance. Such performance is generally
measured on the performance of Travelers as a whole, or on the performance of a
business unit, or using both criteria, as the nature of an executive's
responsibilities may dictate, and by the extent to which such performance
reflects the corporate values integral to Travelers overall success. The
committee considers and gives weight to both

qualitative and quantitative factors, including such factors as earnings,
earnings per share, return on equity and return on assets and considers a full
range of performance criteria for all senior executives, including those senior
executives covered by the Travelers Property Casualty Corp. Executive
Performance Compensation Plan (the "Compensation Plan"), together with
contributions to financial results, productivity, initiative, risk containment,
adherence to corporate values and contributions to both operating unit or
divisional strategy and Company-wide strategy. In conducting such review, the
Committee has generally examined changes in Travelers' financial results, both
overall and on a unit basis, as well as similar data for comparable companies,
to the extent publicly available.

Stock Ownership Commitment. It is Travelers policy to strongly encourage stock
ownership by Travelers directors and senior management. This policy closely
aligns the interests of management with those of the shareholders. This policy
takes a number of forms, including the following:

o at least 50% of director fees are paid in Company stock;

o a broad group of employees, including all members of senior management,
are paid a portion of their annual bonus in the form of forfeitable
restricted Company stock.

o senior managers are subject to minimum share ownership requirements that
require that they accumulate, over a specific period of time, and then
retain between 15,000 shares and 25,000 shares of Travelers common stock
depending upon their management position. They also must retain at least
50% of any shares they receive in excess of this minimum share
requirement, subject to certain limited exceptions. Each of the Covered
Executives named in the Summary Compensation Table below has acquired at
least 25,000 shares.

Executive Performance Compensation Plan. The Travelers Property Casualty Corp.
Executive Performance Compensation Plan ("Compensation Plan") was approved in
March 2002 by Travelers sole shareholder at that time, by an independent
committee of the board of directors of Travelers former parent company and by
the Board. The Compensation Plan is intended to satisfy the requirements of
Section 162(m) of the Internal Revenue Code ("Code") and permit Travelers to
deduct compensation paid in excess of $1.0 million to Travelers five most highly
compensated employees whose compensation is required to be reported to
shareholders. Pursuant to the terms of the Compensation Plan and applicable
rules under Section 162(m), the committee approved 2002 bonus awards for each
Covered Executive named in the Summary Compensation Table that follows this
Report based upon a performance goal formula established in March 2002 and how
well Travelers performed against the goal.

Components Of Compensation. Compensation of executive officers consists of base
salary, discretionary bonus awards, a significant portion of which is payable in
forfeitable restricted stock, and, in certain cases, stock option awards
exercisable for shares of Company Class A common stock. Travelers executive
compensation philosophy emphasizes variable compensation to provide superior
compensation to superior performers. Examination of competitors' pay practices
in this area is conducted to ensure that Travelers compensation policies will
enable it to attract new talent and retain current valuable employees.

Bonuses are generally a substantial part of total compensation for Travelers
Executives. Because a percentage of executive compensation is awarded in the
form of forfeitable restricted stock, bonus awards include not only a short-term
cash reward but also a long-term incentive related directly to the enhancement
of shareholder value. The restricted period applicable to awards to executives
is three years in furtherance of the long-term nature of such compensation.
Under Travelers Capital Accumulation Program, executive incentive compensation
is paid 75% in cash and 25% in the form of forfeitable restricted Class A common
stock. For this purpose the shares of restricted stock are calculated at a 25%
discount to market value to reflect the three-year restriction on transfer.

Certain executives have received grants of stock options exercisable for Company
Class A common stock under Travelers Stock Incentive Plan. This Stock Incentive
Plan has been approved by the board of directors and is presented for approval
by shareholders at the 2003 Annual Meeting of Shareholders. The Stock Incentive
Plan permits the Committee, in its discretion, to grant options to purchase
Company Class A common stock to certain executives of Travelers and its
subsidiaries. All of such options have been issued under and pursuant to the
terms of the Stock Incentive Plan.

2002 Compensation. The Committee believes that 2002 was a year of accomplishment
for Travelers. Travelers achieved one of the largest ever initial public
offerings in the insurance industry in March of 2002 and was successfully
launched as an independent company following the Spin-off from Citigroup in
August of 2002. Despite the difficult investment markets and volatility in the
insurance markets, Travelers achieved an increase in operating earnings to a
record $1.415 billion, exclusive of the charge taken following completion of the
special asbestos study, for a return on equity of 14.1%. The 2002 net loss of
$27 million, which includes realized investment gains and losses, was
significantly impacted by prior year loss development related to asbestos claims
and litigation. Travelers successfully completed its announced study of asbestos
and added $2.55 billion to net reserves reflecting Travelers new estimate of
ultimate liability, while maintaining strong financial ratings and capital
position. Mr. Lipp provided the leadership for this performance. The amounts
awarded to each of the Covered Executives under the Compensation Plan are set
forth in the Summary Compensation Table below and total $3,675,000 in cash
bonuses.

The Compensation And Governance Committee:
Leslie B Disharoon (Chairman)
Jeffrey M. Peek
Frank J. Tasco

Compensation Tables

The tables on pages __ to __ profile Travelers compensation for its Chief
Executive Officer and the other four most highly compensated executive officers
in 2002 (the "Covered Executives"), including salaries and bonuses paid during
the last three years and 2002 option grants and exercises. The form of the
tables is set by SEC regulations.

Summary compensation table

The following table shows the compensation of the Covered Executives for 2000,
2001 and 2002. Each of the Covered Executives received awards of restricted
Citigroup common stock and/or Citigroup stock options in addition to awards of
restricted Travelers common stock and stock options for some of the three years
covered by the table. The Citigroup stock option numbers have been restated to
give effect to the conversion of Citigroup stock options to Travelers stock
options that occurred as part of the Spin-off (see note (c) to the table).

SUMMARY COMPENSATION TABLE

Annual Compensation Long-Term Compensation Awards
---------------------------------------------------- ----------------------------------------------
Securities
Underlying
Name and Other Restricted Stock All
principal Annual Stock Options Other
Position at Compensation Awards (number of Compensation
December 31, 2002 Year Salary ($) Bonus ($) ($) (a) ($) (b) Shares) (c) ($) (d)
----------------- ---- ---------- --------- ------- ------- ----------- -------

Robert I. Lipp 2002 600,000 1,200,000 47,174 533,333 4,324,324 1,188
Chairman and 2001 22,728 ____ ____ ____ ____ 183,666
Chief 2000 ____ ____ ____ ____ ____ ____
Executive
Officer (e)

Charles J. 2002 500,000 675,000 14,732 300,000 226,740 2,286
Clarke 2001 500,000 262,500 5,653 116,667 96,054 6,858
President 2000 500,000 385,000 5,653 286,666 324,967 6,858

Douglas G. 2002 433,750 675,000 10,667 300,000 214,940 180
Elliot 2001 302,500 262,500 0 116,667 56,940 540
Chief 2000 245,000 411,265 0 184,980 218,373 534
Operating
Officer

Jay S. Benet 2002 389,583 675,000 14,101 300,000 219,536 380
Chief 2001 ____ ____ ____ ____ ____ ____
Financial 2000 ____ ____ ____ ____ ____ ____
Officer (f)

James M. 2002 389,583 450,000 10,667 200,000 208,676 380
Michener 2001 91,041 ____ ____ ____ 46,971 ____
General 2000 280,000 271,269 ____ 138,308 160,842 784
Counsel and
Secretary (g)

Notes to summary compensation table

(a) For all Covered Executives, includes amounts that Travelers paid for
financial consulting services and reimbursement for the payment of taxes
on the associated imputed income for 2002. For Mr. Lipp, amounts also
include his personal use of company aircraft in 2002 (See "Certain
Relationships and Transactions - Aircraft lease" below). For Mr. Benet,
also includes an amount Travelers paid for housing expenses and
reimbursement for the payment of taxes on the associated imputed income
for 2002. For Mr. Clarke for 2001 and 2000, represents amounts reimbursed
for the payment of taxes on income imputed to him for company-provided
financial consulting services.
(b) Restricted stock awards granted in January 2003 with respect to the 2002
compensation year were made in Travelers Class A common stock. Restricted
stock awards granted in February 2002 with respect to the 2001
compensation year, and in January 2001 with respect to the 2000
compensation year, were made in Citigroup common stock. Restricted stock
awards of Citigroup common stock were made under Citigroup's capital
accumulation program and awards of restricted Travelers Class A common
stock were made under Travelers capital accumulation program, or CAP. The
dollar values of the restricted stock grants in the table reflect the fair
market value of the Citigroup common stock (for 2001 and 2000) and
Travelers Class A common stock (for 2002) as of the dates

of grant. However, in connection with the Spin-off on August 20, 2002, all
Citigroup restricted stock awards were converted to Travelers restricted
stock awards (Class A and Class B common stock). The conversion was based
on a formula intended to maintain the economic value of the Citigroup
restricted stock based on the market prices of Citigroup common stock and
Travelers Class A common stock as of the Spin-off date. The converted
Travelers restricted stock grants included shares of Class A and Class B
common stock that Citigroup distributed to all Citigroup shareholders,
including restricted shareholders, in the Spin-off. The converted
Travelers restricted stock grants have substantially the same terms and
conditions, including vesting, as the Citigroup restricted stock grants
had. The 2002 restricted stock grants reported in the table do not include
any of the converted Travelers restricted stock grants. The dollar value
of the converted Travelers restricted stock grants as of the August 20,
2002 Spin-off date for each of the Covered Executives was $0 for Mr. Lipp,
$394,502 for Mr. Clarke, $285,394 for Mr. Elliot, $248,534 for Mr. Benet
and $300,827 for Mr. Michener.

Under CAP, a recipient may not transfer restricted stock for three years
after the award. If the recipient is still employed by Travelers or an
affiliate at the end of three years, the restricted stock becomes fully
vested and freely transferable, subject to the Travelers stock ownership
commitment. From the date of award, the recipient can vote the restricted
stock and receives full dividends. Under Travelers stock ownership
commitment, Travelers senior managers must accumulate, over a specified
period of time, and then retain, between 15,000 shares and 25,000 shares
of Travelers common stock, depending upon their management position. The
only exception to the stock ownership commitment is for transactions with
Travelers itself in connection with exercising options or paying
withholding taxes under stock option and restricted or deferred stock
grants. Senior managers also must retain at least 50% of the shares they
receive in excess of these minimum share requirements, subject to certain
limited exceptions.

For officers participating in CAP for the periods shown, a portion of
compensation is paid in restricted stock. Generally, awards of restricted
stock under CAP are discounted 25% from market value to reflect
restrictions on transfer. All of the Covered Executives participate in the
CAP program, with a portion of their bonus awarded in restricted stock.

As of December 31, 2002 (excluding awards that vested in January 2003, but
including awards made in January 2003 with respect to the 2002
compensation year), total holdings of restricted stock of Travelers and
the market value of these shares for the Covered Executives were:

Shares
------------------------- Aggregate
Executive Class A Class B Market Value ($)
--------- ------- ------- ----------------
Mr. Lipp 32,958 -- 482,841
Mr. Clarke 34,282 705 512,616
Mr. Elliot 30,520 537 455,019
Mr. Benet 27,879 230 411,825
Mr. Michener 25,916 607 388,608

(c) Shares of Class A common stock underlying stock options granted in 2002
reported in the table do not include Citigroup stock options that were
converted to stock options to purchase Travelers Class A common stock on
the August 20, 2002 Spin-off date. The number of shares shown in the table
for 2001 and 2000 has been adjusted to reflect the Spin-off conversion of
Citigroup stock options to Travelers stock options to purchase Class A
common stock. The 2002 stock options were originally granted as Travelers
stock options to purchase Class A common stock. The Citigroup stock
options were converted to Travelers stock options based on a formula
intended to maintain the economic value of each unexercised Citigroup
stock option. Accordingly, the number of shares underlying each Citigroup
stock option was adjusted, and the option exercise price was adjusted
based on a formula related to the market price of Citigroup common stock
and the market price of the Travelers Class A common stock on the August
20, 2002 Spin-off date. The other terms and conditions of the converted
stock options, including exercise dates and expiration dates, remained the
same as the Citigroup options.
(d) With respect to Mr. Lipp, the amount for 2001 is the amount paid and the
value of certain benefits provided in consideration for his services to
Travelers as Chairman of the Board from January 2001 to October 2001; and
for all other Covered Executives these amounts represent supplemental life
insurance paid by Travelers.
(e) Mr. Lipp became chairman and chief executive officer of Travelers on
December 18, 2001. His 2001 compensation is for the period from December
18, 2001 to December 31, 2001. Mr. Lipp served as chairman and chief
executive officer of Citigroup's Global Consumer Business in 2000 and
retired from Citigroup on December 31, 2000. Citigroup paid all of Mr.
Lipp's compensation during 2000 for services provided to Citigroup, none
of which was attributable to Travelers. Therefore, 2000 compensation is
not included in the table.
(f) Mr. Benet joined Travelers on February 1, 2002, and the salary reported
for 2002 reflects the period from February 1, 2002 to December 31. 2002.
In 2001 and 2000, Mr. Benet served in various capacities at Citigroup, but
did not perform services for Travelers. Therefore, no compensation is
reported in the table for 2001 or 2000.
(g) Mr. Michener rejoined Travelers on February 1, 2002 and the salary
reported for 2002 reflects the period from February 1, 2002 to December
31, 2002. From April 7, 2001 to January 31, 2002, he was general counsel
of Citigroup's Emerging Markets business.

and did not perform services for Travelers. His salary during this period
was paid by Citigroup for services rendered to Citigroup and, therefore,
is not included in the table. Mr. Michener's salary for the period of
January 1, 2001 to April 6, 2001 was for services provided to Travelers
and is reported in the table. Prior to April 2001 and during 2000, Mr.
Michener provided services to, and was compensated by, Travelers,
including in his capacity as general counsel of Travelers from January
2000 to April 2001. Mr. Michener's option shares reported for 2001
represent stock option grants he received during January 1, 2001 to April
6, 2001, the period during which Travelers employed him in 2001.

Stock options granted table

The following table shows 2002 grants to the Covered Executives of options to
purchase Class A common stock. The 2002 grants do not include any of the
Citigroup stock options that were converted to Travelers stock options on the
August 20, 2002 Spin-off date. However, the "2002 Aggregated Option Exercises
and Year-End Option Values" table on page ___ does reflect all stock options,
including the converted stock options, that remained unexercised at the end of
2002. The value of stock options depends upon a long-term increase in the market
price of the Class A common stock: if the stock price does not increase, the
options will be worthless; if the stock price does increase, the increase will
benefit all shareholders.

The table describes options as either "initial" or "reload." Unless a particular
option is given different terms

o the per share exercise price of all options is the composite closing price
on the New York Stock Exchange (NYSE) on the trading day before the option
grant date, and

o initial options generally vest in cumulative installments of 20% on each
anniversary of the grant date, so that the options become fully
exercisable five years after the grant, and remain exercisable until the
tenth anniversary of the grant.

Reload options

The reload program was eliminated for initial option grants made on or after
January 23, 2003. For options initially granted before January 23, 2003, under
the reload program, option holders can use Travelers Class A common stock that
they have owned for at least six months to pay the exercise price of their
options and have shares withheld to pay part of their income tax on the
exercise. They then receive a new reload option to purchase the same number of
shares they used to pay the exercise price and/or had withheld for taxes.

Reload options are subject to several restrictions, including: (i) the option
holder cannot receive a reload option unless the market price of the Class A
common stock on the exercise date is at least 20% greater than the exercise
price (an option holder can exercise an option at a lower price, but he or she
will not receive a reload option); (ii) if the option holder receives a reload
option, the shares acquired must be held for two years, other than a small
portion to account for the difference between the statutory minimum tax
withholding rate and the highest marginal tax rate; (iii) the reload option does
not vest (i.e., become exercisable) for six months; and (iv) the expiration date
of the reload option is the same as that of the initial option grant.

2002 Option Grants

% of total
Number of options granted
shares underlying to all Travelers Exercise or Grant date
options granted (a) employees in 2002 base price Expiration present value
Name Initial Reload Initial Reload ($ per share) date ($) (b)
---- ------- ------ ------- ------ ------------- ---- -------

Robert I. Lipp (c) 4,324,324 20.022% 18.50 3/22/2012 30,516,420

Charles J. Clarke 200,000 0.926% 18.50 3/22/2012 1,411,385
26,740 2.521% 13.72 11/2/2008 93,495

Douglas G. Elliot 200,000 0.926% 18.50 3/22/2012 1,411,385
1,661 0.157% 13.40 10/27/2005 4,247
1,288 0.121% 23.68 10/27/2005 4,313
2,348 0.221% 13.91 9/24/2007 8,403
9,643 0.909% 13.72 11/2/2008 33,716

Jay S. Benet 200,000 0.926% 18.50 3/22/2012 1,411,385
1,661 0.157% 13.40 10/27/2005 4,247
3,315 0.312% 13.91 9/24/2007 11,864
14,560 1.372% 13.72 11/2/2008 50,908

James M. Michener 200,000 0.926% 18.50 3/22/2012 1,411,385
8,676 0.818% 13.72 11/2/2008 30,335

----------

Notes to option grant table

(a) The total options outstanding at the end of 2002 for each Covered Executive
is shown as "number of shares underlying unexercised options at 2002 year-end"
in the table "2002 aggregated option exercises and year-end option values"
below.

(b) The "grant date present value" numbers in the table were derived by
application of a variation of the Black-Scholes option pricing model. The
following assumptions were used in employing the model:

- Stock price volatility was calculated using the average historical volatility
of the common stock of an industry peer group over the estimated option life
based on the week of the option grant.

- The risk-free interest rate for each option grant was the interpolated market
yield for the week of the option grant on a Treasury bill with a term identical
to the subject estimated option life, as reported by the Federal Reserve.

- The dividend yield was based upon Travelers actual 2002 and anticipated annual
dividend rate during 2003 and was assumed to be constant over the life of the
option.

- For reload options, which vest six months after the date of grant, exercise
was assumed to occur approximately one to three years after the grant date,
based on the assumption that exercise would occur evenly throughout the period
between the vesting date and expiration date.

- For options that vest at a rate of 20% per year, exercise was assumed to occur
approximately five to seven years after the date of grant, based on the
assumption that exercise would occur evenly throughout the period between the
vesting date and expiration date.

(c) Mr. Lipp's option was granted as part of his employment agreement with
Travelers. See "Certain Relationships and Transactions - Employment Agreement"
below.

Option Exercises Table

The following table shows the aggregate number of shares underlying options for
Class A common stock exercised in 2002 and the value at year-end of outstanding
options for Class A common stock, whether or not exercisable.

2002 AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES

Number of shares
underlying unexercised Value of unexercised
options at 2002 in-the-money options
Shares year-end(c) at 2002 year-end ($) (d)
acquired Value
Name on exercise (a) realized($)(b) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- -------------- ----------- ------------- ----------- -------------

Robert I. Lipp -- -- -- 4,324,324 -- --
Charles J. Clarke 30,282 72,480 281,404 319,893 110,329 135,197
Douglas G. Elliot (E) 16,677 61,322 156,349 336,892 78,811 89,865
Jay S. Benet 23,335 77,191 119,864 289,233 56,892 73,235
James M. Michener 9,825 23,516 167,881 293,584 70,683 77,024

----------
Notes to options exercised table

(a) This column shows the number of shares underlying options exercised in 2002
by the Covered Executives. The actual number of shares of Class A common stock
received by these individuals from options exercised in 2002 (net of shares used
to cover the exercise price and withheld to pay income tax) was:

--------------------------------------------------------------------------------
Executive Shares
--------------------------------------------------------------------------------
Robert I. Lipp ---
--------------------------------------------------------------------------------
Charles J. Clarke 3,542
--------------------------------------------------------------------------------
Douglas G. Elliot (e) 3,025
--------------------------------------------------------------------------------
Jay S. Benet 3,799
--------------------------------------------------------------------------------
James M. Michener 1,149
--------------------------------------------------------------------------------

(b) "Value realized" is the difference between the exercise price and the market
price on the exercise date, multiplied by the number of option shares exercised.
"Value realized" numbers do not necessarily reflect what the executive might
receive if he sells the shares acquired by the option exercise, since the market
price of the shares at the time of sale may be higher or lower than the price on
the exercise date of the option. Each of the Covered Executives is subject to
Travelers stock ownership commitment (described above) that requires that each
Covered Executive acquire and retain at least 25,000 shares of Travelers common
stock based on his management position.

(c) The number of shares underlying unexercised options includes all stock
options granted, including the Citigroup stock options that were converted to
Travelers stock options on the August 20, 2002 Spin-off date, that remained
unexercised at the end of 2002.

(d) "Value of unexercised in the money options" is the aggregate, calculated on
a grant-by-grant basis, of the product of the number of unexercised options at
the end of 2002 multiplied by the difference between the exercise price for the
grant and the year-end market price, excluding grants for which the difference
is equal to or less than zero.

(e) Does not include Mr. Elliot's exercise of a Citigroup stock option in March,
2002 before the Spin-off. Mr. Elliot acquired 768 shares of Citigroup common
stock and realized $7,062.45 of value, in connection with the exercise.

Retirement Plans

Pension Plan

Travelers sponsors and maintains a pension plan that covers domestic employees.
Employees become eligible to participate in the pension plan after one year of
service, and benefits generally vest after 5 years of service. The normal form
of benefit under the Travelers pension plan is a joint and survivor annuity,
payable over the life of the participant and spouse, for married participants,
and a single life annuity, payable for the participant's life only, for single
participants. Other forms of payment are also available.

The pension plan provides for a cash balance benefit that is expressed in the
form of a hypothetical account balance. Benefit credits accrue annually at a
rate between 1.5% and 6% of covered compensation; the rate increases with age
and service. Interest credits are applied annually to the prior year's balance;
these credits are based on the yield on 30-year Treasury bonds (as published by
the Internal Revenue Service). Although the normal form of the benefit is an
annuity, the hypothetical account balance is also payable as a single lump sum.

Mr. Clarke accrues benefits in accordance with a prior plan formula in effect
through March 31, 2003. Under this formula, the benefit is generally equal to 2%
of final average salary over a five-year period for each year of service up to
25 years plus two-thirds of 1% for each year of service over 25 years, up to a
maximum of 15 additional years, less a portion of the primary Social Security
amount, plus, if elected, adjustments for cost of living increases of up to 3%
each year. Minimum benefit provisions also apply under this plan formula.

Nonqualified Pension Plan

In addition to the pension plan, Travelers has a nonqualified retirement plan
which provides benefit accruals in respect of compensation or benefits exceeding
Internal Revenue Code limitations. Compensation covered by the nonqualified plan
is limited to $200,000 for 2002, or

in respect of benefits accrued in excess of the Internal Revenue Code benefit
limit which is $160,000 for 2002, less amounts covered by the Travelers
qualified pension plan. The formula governing these nonqualified accruals
mirrors the applicable formula in the qualified pension plan. The benefits
payable under the nonqualified plans are unfunded, and will be paid from
Travelers general assets.

In 2002, Travelers nonqualified programs were frozen effective January 1, 2002
and no further cash balance benefits were accrued under these programs for most
of the covered population. Therefore, except for Mr. Clarke, no Covered
Executive had a non-qualified benefit accrual in 2002. Mr. Clarke continued to
accrue nonqualified benefits under the grandfathered formula applicable to the
qualified pension plan described above, using compensation limited to $300,000
for 2002, less amounts covered by the qualified pension plan.

Estimated Annual Benefits Under All Plans

The estimated annual benefit provided in total by all plans described
above, expressed in the form of a single life annuity, is as follows:

Years of service Estimated annual
Name Through December 31, 2002 benefit
---- ------------------------- -------
Mr. Lipp 15 $2,075 (a)
Mr. Clarke 44 $484,850 (b)
Mr. Elliot 15 $83,180
Mr. Benet 12 $85,938
Mr. Michener 25 $171,117 (c)

----------

(a) Mr. Lipp retired from Citigroup effective December 31, 2000, and he
is currently receiving a benefit from the Citigroup pension and
nonqualified plans. These amounts are not included in the table
above, as they are not obligations of Travelers.
(b) In addition to retirement benefits under the old Travelers
retirement plan, Travelers pays a retirement allowance of up to 13
weeks of base salary, based upon age at retirement, to employees who
attained age 50 on or before December 31, 1989. This additional
benefit is available to Mr. Clarke.
(c) Includes three years of age and service credited to Mr. Michener in
addition to his actual years of service.

These estimates are based on the following assumptions:

o The benefit is determined as of age 65 or current age if older;

o Covered compensation for each covered executive remains constant at
2002 levels;

o Regulatory limits on compensation and benefits, and the Social
Security Wage Base remain constant at 2002 levels;

o The interest credit rate for cash balance benefits for 2002 was 5.5%
and 5.3% for years after 2002; and

o The interest rate used to convert hypothetical account balances to
annual annuities for 2002 was 5.5% and 5.1% for years after 2002.

Item 2-Approval of the Travelers Property Casualty Corp. 2002 Stock Incentive
Plan

On March 17, 2002, before the IPO, Travelers Board of Directors approved the
adoption of the Travelers Property Casualty Corp. 2002 Stock Incentive Plan
("Stock Incentive Plan") and Citigroup, Travelers former sole shareholder, also
approved the Stock Incentive Plan. Effective January 23, 2003, the Compensation
and Governance Committee amended the Stock Incentive Plan as follows:

o To decrease the number of shares that may be issued pursuant to any
award (as described below) granted under the Stock Incentive Plan
from 160 million shares to 120 million shares.

o To allow only shares of Class A common stock to be issued pursuant
to awards. Although no awards had been granted with respect to Class
B common stock, the ability to grant awards for shares of Class B
common stock was eliminated.

o To limit the number of shares that can be issued pursuant to awards,
other than Options or SARs, to 15% of the 120 million authorized, or
18 million shares; however, shares may be issued again for awards
that are forfeited or in certain other situations, and certain
adjustments may be made, as described below.

o To limit the maximum term of Options or SARs to ten years
(previously, there was no limit specified in the Stock Incentive
Plan).

On January 23, 2003, the Board of Directors recommended that the Stock Incentive
Plan, as amended, be submitted to shareholders for approval at the annual
meeting for purposes of Section 162(m) of the Code, as described below.

The following is a description of the purpose and certain of the provisions of
the Stock Incentive Plan. The summary is qualified in its entirety by reference
to the complete text of the Stock Incentive Plan, which is attached hereto as
Annex B. Capitalized terms used but not defined herein shall have the meanings
set forth in the Stock Incentive Plan. Also below is information regarding the
number of shares underlying Awards granted under the Stock Incentive Plan and
similar information.

The Stock Incentive Plan is intended to satisfy the requirements of Section
162(m) of the Code (the "Section 162(m) Limitations") which limits the
deductibility of certain compensation in excess of $1 million per year paid by a
publicly traded corporation to "Covered Employees."

"Covered Employees" are determined at the end of the tax year, and are the Chief
Executive Officer plus the other four most highly compensated employees of
Travelers whose compensation is reported to shareholders under applicable SEC
rules.

Compensation paid to Covered Employees will not be subject to the Section 162(m)
Limitations if it is considered "qualified performance-based compensation."
Under the regulations to Section 162(m), compensation related to stock options
and stock appreciation rights ("SARs") is deemed to constitute qualified
performance-based compensation if the grant or award of stock options or SARs
meets the following conditions: (i) it is made by a committee of the board of
directors comprised solely of two or more outside directors; (ii) the plan under
which the grant or award is made sets forth the maximum number of shares with
respect to stock options or SARs that may be granted to any individual during a
specified period; (iii) under the terms of the stock option or SAR, the amount
of compensation that an employee can receive is based solely on an increase in
the value of the stock after the date of the grant or award; and (iv) the
material terms of plan are disclosed to and approved by shareholders.

As described in more detail below, the terms of the Stock Incentive Plan are
intended to satisfy the foregoing requirements with respect to stock options and
SARs. Restricted Stock issued under the Stock Incentive Plan to Section 162(m)
Covered Employees may be based upon bonuses awarded pursuant to the terms of the
Compensation Plan and is also intended to be qualified performance-based
compensation.

General. The Stock Incentive Plan permits Travelers to reward the efforts of
Travelers executive officers and to attract new personnel by providing
incentives in the form of stock-based awards, including options to purchase
shares of Travelers common stock and shares of restricted stock. Stock awards
may be granted by the Committee in its discretion, and therefore future benefits
to be allocated to any individual or group of individuals under the Stock
Incentive Plan are not determinable.

Types of Awards. The Stock Incentive Plan provides for the issuance of
stock-based and stock-denominated awards to officers, employees, non-employee
directors and agents of Travelers and its subsidiaries. These awards include
nonqualified stock options, reload options, incentive stock options, stock
appreciation rights, restricted stock, deferred stock, stock units and other
stock-based or stock-denominated awards with respect to the Class A common
stock.. Participants in the 2002 stock incentive plan are not required to make
any payments to Travelers or its subsidiaries as consideration for the granting
of an award.

Administration. Awards may be granted by the Compensation and Governance
Committee ("Committee") of the Board. The number of employees selected to
receive awards will likely vary from year to year. The Committee has the
authority to determine timing of awards, to select the employees to receive
awards and to determine all the terms of each award, including, among other
things, any modifications of the award, applicable restrictions, termination and
vesting conditions. The Committee is comprised solely of outside directors of
Travelers who are intended to satisfy the requirements of Section 162(m).

Eligibility. Awards under the Stock Incentive Plan may be granted to the
approximately 21,000 officers, employees and non-employee directors of
Travelers, as well as agents of Travelers and its subsidiaries. Stock and stock
options issued under the Stock Incentive Plan may also include:

o that portion of bonuses payable to Covered Employees pursuant to the
Travelers Property Casualty Corp. Executive Performance Compensation
Plan in the form of stock awards, and

o that portion of stock-based compensation payable to our non-employee
directors under the Travelers Property Casualty Corp. Compensation
Plan for Non-Employees Directors.

Number of Shares Available for Issuance. We may issue a maximum of 120 million
shares of our Class A common stock to participants under the Stock Incentive
Plan. This amount includes the number of shares we needed to substitute equity
awards based on our common stock for outstanding equity awards based on
Citigroup common stock in connection with the Spin-off, as discussed below.
Class A common stock issued under the Stock Incentive Plan may consist of shares
that are authorized but unissued, or previously issued shares reacquired by us,
or both. If an award is canceled, terminated or expires prior to the issuance of
shares to the participant, the shares of Class A common stock underlying that
award will be available for future grants under the Stock Incentive Plan.
Previously-owned shares that are used by a participant to pay the exercise price
of an award and shares used to pay withholding taxes will not be counted towards
the maximum number of shares available for issuance under the plan.

Limitations of Number of Shares Granted; Adjustments. During the ten year term
of the Stock Incentive Plan, the total number of shares of Class A common stock
that we may grant :

o may not be more than 18 million shares in the aggregate for Awards
that are not Options or SARs; however, shares underlying non-Option
and non-SAR awards that are cancelled, terminated or expire, or
shares that are used to pay withholding taxes for non-Option and
non-SAR awards, will not be counted towards this limitation.

o to any one individual under nonqualified stock options, incentive
stock options and/or stock appreciation rights under the Stock
Incentive Plan, including reload options, may not exceed 20 million
shares.

If the Committee determines that a stock split, dividend, distribution,
recapitalization, merger, consolidation or similar event equitably requires an
adjustment, the Committee may make equitable adjustments to:

o the maximum number of shares available for issuance under the Stock
Incentive Plan or to any one employee;

o the maximum number of shares under the limitation on non-Option and
non-SAR awards;

o the maximum number of shares which may be granted as incentive stock
options;

o the number of shares of common stock covered by outstanding Awards;
and

o the exercise price applicable to outstanding options, incentive
stock options and stock appreciation rights.

However, the Committee may not amend an outstanding award to an individual for
the purpose of reducing the exercise price under that award.

Exercise Price and Payment of Exercise Price. The Committee will determine the
exercise price applicable to each option, incentive stock option and stock
appreciation right, which, except in the case of options issued in substitution
for options based on Citigroup common stock in the Spin-off as discussed below,
will not be less than the fair market value of the common stock at the time of
the grant. Upon the exercise of an option, the participant may pay the exercise
price in cash or, if permitted by the Committee, by using common stock acquired
at least six months prior to the exercise, having a fair market value equal to
the exercise price, by a combination of cash and common stock or by authorizing
us to sell, on behalf of the participant, all or a portion of the shares
otherwise issuable upon exercise, with the sale proceeds applied towards the
exercise price. If a participant uses shares of common stock to pay the exercise
price, the participant may be eligible for the grant of a reload option, as
described below.

Reload Options. While authorized under the Stock Incentive Plan, reload options
were eliminated for initial option grants made on or after January 23, 2003. For
options initially granted before January 23, 2003, a participant may continue to
receive reload options if the initial option grant allowed reload options.

A reload option gives the participant the right to purchase a number of shares
of common stock equal to the number of shares of common stock used to pay the
exercise price and the withholding taxes applicable to an option exercise.
Reload options do not increase the net equity position of a participant. Upon
the exercise of an option granted under the Stock Incentive Plan or under any
other designated stock plan, including but not limited to any plan assumed by us
or any successor plans, the participant, at the discretion of the Committee, may
receive a reload option. The Committee will determine all the terms of reload
options, provided that the exercise price will not be less than the fair market
value of the common stock at the time of grant.

Change of Control. Upon a "change of control, "the Committee, may, in its
discretion, accelerate, purchase, adjust or modify awards or cause the awards to
be assumed by the surviving corporation in a corporate transaction. A "change of
control" means the occurrence of any of the following:

o any "person, "within the meaning of Sections 13(d)and 14(d)of the
Exchange Act, other than Citigroup before August 20, 2002, becomes
the beneficial owner, within the meaning of Rule 13d-3 under the
Exchange Act, of shares of our stock having 25% or more of the total
number of votes that may be cast for election of our directors;

o there occurs a change in the composition of the Board such that a
majority of the Board does not consist of directors who either were
directors prior to the change, or whose election was approved by the
incumbent board;

o a merger unless our shareholders immediately prior to the merger
constitute at least a majority of the shareholders of the entity
surviving the merger; or

o a sale of all or substantially all of our assets or approval by our
shareholders of a plan of liquidation.

Additional Cancellation Provisions. Awards granted under the Stock Incentive
Plan are subject to cancellation if, after a termination of employment, the
participant engages in activities that are materially injurious to us or in
competition with our business.

Transferability; Deferrals. The Committee may permit participants to transfer
nonqualified stock options (including reload options) and, during any period of
restriction on transferability, shares issued as a result of such option
exercise, to an immediate family member or a trust for the benefit of a
participant's immediate family members. Otherwise, awards granted under the
Stock Incentive Plan will not be transferable other than by will or by the laws
of descent and distribution. The Committee may postpone the exercise of options,
incentive stock options and stock appreciation rights, or the issuance or
delivery of common stock or cash under any award for a given period and upon the
terms and conditions as the Committee determines. In addition, the Committee may
determine that all or a portion of a payment to a participant, whether in cash,
shares of common stock or a combination of cash and shares, will be deferred in
order to avoid tax results adverse to us.

Tax Consequences. The following is a brief summary of the principal United
States federal income tax consequences of transactions under the Stock Incentive
Plan, based on current United States federal income tax laws. This summary is
not intended to be exhaustive, does not constitute tax advice and, among other
things, does not describe state, local or foreign tax consequences.

Non-Qualified Options. No taxable income is realized by a participant upon the
grant of an option, including a reload option. Upon the exercise of an option,
the participant will recognize ordinary compensation income in an amount equal
to the excess, if any, of the fair market value of the shares of common stock
exercised over the aggregate option exercise price, even though that common
stock may be subject to a restriction on transferability or may be subsequently
forfeited, in limited circumstances. Income and payroll taxes are required to be
withheld by the participant's employer on the amount of ordinary income
resulting to the participant from the exercise of an option. The spread is
generally deductible by the participant's employer for federal income tax
purposes, subject to the possible limitations on deductibility of compensation
paid to some executives under Section 162(m)of the Code. The participant's tax
basis in shares of common stock acquired by exercise of an option will be equal
to the exercise price plus the amount taxable as ordinary income to the
participant.

Upon a sale of the shares of common stock received by the participant upon
exercise of the option, any gain or loss will generally be treated for federal
income tax purposes as long-term or short-term capital gain or loss, depending
upon the holding period of that stock. The participant's holding period for
shares acquired after the exercise of an option begins on the date of exercise
of that option.

If the participant pays the exercise price in full or in part by using shares of
previously acquired common stock, the exercise will not affect the tax treatment
described above and no gain or loss

generally will be recognized to the participant with respect to the previously
acquired shares. The shares received upon exercise which are equal in number to
the previously acquired shares used will have the same tax basis as the
previously acquired shares surrendered to us, and will have a holding period for
determining capital gain or loss that includes the holding period of the shares
used. The value of the remaining shares received by the participant will be
taxable to the participant as compensation, even though those shares may be
subject to sale restrictions. The remaining shares will have a tax basis equal
to the fair market value recognized by the participant as compensation income
and the holding period will commence on the exercise date. Shares used to pay
applicable income and payroll taxes arising from that exercise will generate
taxable income or loss equal to the difference between the tax basis of those
shares and the amount of income and payroll taxes satisfied with those shares.
The income or loss will be treated as long-term or short-term capital gain or
loss depending on the holding period of the shares used. Where the shares used
to pay applicable income and payroll taxes arising from that exercise generate a
loss equal to the difference between the tax basis of those shares and the
amount of income and payroll taxes satisfied with those shares, that loss may
not be currently recognizable if, within a period beginning 30 days before the
exercise date and ending 30 days after that date, the participant acquires or
enters into a contract or option, including a reload option, to acquire
additional common stock.

Incentive Stock Options. No taxable income is realized by a participant upon the
grant or exercise of an incentive stock option. If shares of common stock are
issued to a participant after the exercise of an incentive stock option and if
no disqualifying disposition of those shares is made by that participant within
two years after the date of grant or within one year after the receipt of those
shares by that participant, then

o upon the sale of those shares, any amount realized in excess of the
option exercise price will be taxed to that participant as a
long-term capital gain, and

o we will be allowed no deduction.

Additionally, the exercise of an incentive stock option will give rise to an
item of tax preference that may result in alternative minimum tax liability for
the participant.

If shares of common stock acquired upon the exercise of an incentive stock
option are disposed of prior to the expiration of either holding period
described above, that disposition would be a "disqualifying disposition, "and
generally

o the participant will realize ordinary income in the year of
disposition in an amount equal to the excess, if any, of the fair
market value of the shares on the date of exercise, or, if less, the
amount

o realized on the disposition of the shares, over the option exercise
price, and , we will be entitled to deduct that amount.

Any other gain realized by the participant on that disposition will be taxed as
short-term or long-term capital gain, and will not result in any deduction to
us. If a participant pays the exercise price in full or in part with previously
acquired shares of common stock, the exchange will not affect the tax treatment
of the exercise. Upon the exchange, no gain or loss generally will be

recognized upon the delivery of the previously acquired shares to us, and the
shares issued in replacement of the shares used to pay the exercise price will
have the same basis and holding period for capital gain purposes as the
previously acquired shares. A participant, however, would not be able to utilize
the holding period for the previously acquired shares for purposes of satisfying
the incentive stock option statutory holding period requirements. Additional
shares of common stock will have a basis of zero and a holding period that
commences on the date the common stock is issued to the participant upon
exercise of the incentive stock option. If this exercise is effected using
shares of common stock previously acquired through the exercise of an incentive
stock option, the exchange of the previously acquired shares may be a
disqualifying disposition of that common stock if the holding periods discussed
above have not been met.

If an incentive stock option is exercised at a time when it no longer qualifies
as an incentive stock option, the option will be treated as a nonqualified
option. Subject to some exceptions for disability or death, an incentive stock
option generally will not be eligible for the federal income tax treatment
described above if it is exercised more than three months following a
termination of employment.

Stock Appreciation Rights. Upon the exercise of a stock appreciation right, the
participant will recognize compensation income, in an amount equal to the cash
received plus the fair market value of the common stock received from the
exercise. The participant's tax basis in the shares of common stock received in
the exercise of the stock appreciation right will be equal to the compensation
income recognized with respect to the common stock. The participant's holding
period for shares acquired after the exercise of a stock appreciation right
begins on the exercise date. Income and payroll taxes are required to be
withheld on the amount of compensation attributable to the exercise of the stock
appreciation right, whether the income is paid in cash or shares. Upon the
exercise of a stock appreciation right, the participant's employer will
generally be entitled to a deduction in the amount of the compensation income
recognized by the participant.

Certain Limitations on Deductibility of Executive Compensation. As discussed at
page [ ] above, the Section 162(m) Limitations apply to equity awards granted
under the Stock Incentive Plan, unless certain conditions are satisfied.
Compensation under the Stock Incentive Plan is intended to satisfy those
conditions and constitute "qualified performance-based compensation."

Amendment and Termination. The Stock Incentive Plan may be amended or terminated
by the Compensation and Governance Committee at any time, without the approval
of shareholders or participants, provided that no action may, without a
participant's written consent, adversely affect any previously granted award,
and no amendment that would require shareholder approval under applicable law or
under the Code, including but not limited to Section 162(m), may become
effective without shareholder approval. The Stock Incentive Plan will terminate
on March 16, 2012, unless terminated prior to that date.

Outstanding and future grants

Because awards under the Stock Incentive Plan are determined by the Compensation
and Governance Committee, we cannot determine the benefits or amounts that will
be received or allocated in the future under the Stock Incentive Plan.
However, the following table provides certain information regarding outstanding
stock options to purchase Class A common stock, weighted average exercise prices
and shares remaining available under the Stock Incentive Plan, as of December
31, 2002. No options, warrants or rights have been granted to purchase Class B
Common Stock. The Stock Incentive Plan is Travelers only plan pursuant to which
shares may be issued (shares of Class A Common Stock issued under the Directors'
Plan come from the Stock Incentive Plan). The Board of Directors adopted the
Stock Incentive Plan in March 2002, and Citigroup, Travelers then sole
shareholder, approved the Stock Incentive Plan. However, as we are now
submitting the Stock Incentive Plan for shareholder approval at this annual
meeting, we are presenting information in the table in the row captioned "Equity
compensation plans not approved by security holders."

Equity Compensation Plan Information

-----------------------------------------------------------------------------------------------
Number of
Securities
remaining
available for
Number of future issuance
Securities to be under equity
issued upon Weighted-average compensation
exercise of exercise price plans
outstanding of outstanding (excluding
options, options, securities
warrants and warrants and reflected in
Plan Category rights(a) rights(b) column (a))(c)
-----------------------------------------------------------------------------------------------

Equity compensation
plans approved by
security holders (1) ---- ---- ----
-----------------------------------------------------------------------------------------------
Equity compensation
plans not approved by
security holders (1) 76,115,250(2) $17.63 per share 39,903,969(3)
-----------------------------------------------------------------------------------------------
Total 76,115,250(2) $17.63 per share 39,903,969(3)

----------

(1) The Stock Incentive Plan is Travelers only equity compensation plan and is
being submitted for shareholder approval at the Annual Meeting.

(2) Includes 56,894,116 shares underlying stock options that were granted to
replace Citigroup stock options that were cancelled in the Spin-off. See
footnote (c) to the Summary Compensation Table above.

(3) Under the Stock Incentive Plan, the Compensation and Governance Committee
may make various stock-based awards as described above. In addition, shares
covered by outstanding awards may become available for new awards if, among
other things, the outstanding awards are forfeited. See "Number of Shares
Available for Issuance" in the description of the Stock Incentive Plan above.
The number reported in this column represents the number of shares of Class A
common stock remaining for the grant of awards as of December 31, 2002. This
amount was computed by (A) first adding back to the 120 million shares
authorized 267,237 shares as available for grant, which shares were used to pay
option exercise prices or tax withholdings; and (B) then subtracting the
following amounts from the 120 million shares of Class A common stock authorized
under the Stock Incentive Plan: (i) the 76,115,250 shares underlying outstanding
options reported in column (a) in the table; (ii) 3,045,815 outstanding shares
of restricted stock; (iii) 1,186,383 shares issued pursuant to options that were
exercised; (iv) 10,180 shares under the Directors' Plan; and (v) 5,640 shares
that were issued upon the vesting of restricted stock awards.

As of the February 24, 2003 record date, there were 74,330,632 shares subject to
outstanding stock options, and 4,050,715 shares of outstanding restricted stock.
This leaves 38,880,175 shares available for the grant of awards under the Stock
Incentive Plan, after taking account of option shares exercised, vested
restricted stock, shares issued under the Directors' Plan and shares added back
that were forfeited or were used to pay option exercise prices and/or tax
withholdings. The closing price of the Class A Common Stock on the NYSE on
February 24, 2003 was $____ per share.

The table below shows the stock options granted to the individuals and groups
indicated as of the February 24, 2003 record date. These awards are not
necessarily indicative of awards that we may make in the future.

------------------------------------------------------------------------------------------
Spin-off
Replacement Other Total
Option Grants Option Grants Option Grants
Name and Position # of shares # of shares # of shares
------------------------------------------------------------------------------------------

Robert I. Lipp
Chairman and Chief Executive Officer -- 4,324,324 4,324,324
------------------------------------------------------------------------------------------
Charles J. Clarke
President 374,557 226,740 601,297
------------------------------------------------------------------------------------------
Douglas G. Elliot
Chief Operating Officer 282,700 213,652 496,352
------------------------------------------------------------------------------------------
Jay S. Benet
Chief Financial Officer 196,406 219,536 415,942
------------------------------------------------------------------------------------------
James M. Michener
General Counsel and Secretary 252,789 208,676 461,465
------------------------------------------------------------------------------------------
Current Executive Officers
Group (_persons) 1,900,757 6,667,285 8,568,042
------------------------------------------------------------------------------------------
Non-Employee Director
Group (10 persons) -- 50,000 50,000
------------------------------------------------------------------------------------------
Non-Executive Officer
Employee Group 54,993,358 15,273,567 70,266,926
------------------------------------------------------------------------------------------

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
APPROVAL OF THE TRAVELERS PROPERTY CASUALTY CORP. 2002 STOCK
INCENTIVE PLAN.

Item 3-Approval of the Travelers Property Casualty Corp. Executive Performance
Compensation Plan

On March 17, 2002, Travelers Board of Directors adopted the Travelers Property
Casualty Corp. Executive Performance Compensation Plan (the "Compensation Plan")
in order to address

limitations on the tax deductibility of compensation in excess of $1.0 million
paid to Travelers five most highly compensated employees whose compensation is
required to be reported to shareholders (the "Section 162(m) Limitations"). In
accordance with special Section 162(m) rules for companies that become publicly
traded, such as Travelers in March of 2002, the Compensation Plan was also
approved at that time by Travelers sole shareholder and by an independent
committee of the board of directors of Travelers former parent company, which
committee established performance goals for calendar year 2002.

Now that we are a publicly traded company, in order to comply with the
provisions of the Code and to qualify the compensation payable to Covered
Employees (defined below) under the Compensation Plan (including related
restricted stock or other stock-based awards issued under the Stock Incentive
Plan) for exclusion from the Section 162(m) deduction limit, the Compensation
Plan is being submitted to shareholders for approval at the annual meeting.

The following is a description of the purpose and material provisions of the
Compensation Plan. The summary is qualified in its entirety by reference to the
complete text of the Compensation Plan, which is attached hereto as Annex C.
Capitalized terms used but not defined herein shall have the meanings set forth
in the Compensation Plan.

Covered Employees. Section 162(m) of the Code limits the deductibility of
certain compensation in excess of $1.0 million per year paid by a publicly
traded corporation to "Covered Employees". Under the Code and terms of the
Compensation Plan, the "Covered Employees" are determined at the end of the tax
year, and are the Chief Executive Officer plus the other four most highly
compensated employees of Travelers whose compensation is required to be reported
to shareholders under SEC rules. The Covered Employees are the employees
eligible to receive compensation awards pursuant to the terms of the
Compensation Plan.

Qualified Performance-based Compensation. Compensation paid to Covered Employees
will not be subject to the Section 162(m) Limitations if it is considered
"qualified performance-based compensation". Under the regulations to Section
162(m), four conditions must be met in order for compensation to qualify as
qualified performance-based compensation: (i) it is payable on account of
attaining one or more pre-established, objective performance goals that allow a
third party to determine the amount payable with respect to a Covered Employee;
(ii) the performance goals are established by a compensation committee of the
board of directors that is comprised solely of two or more outside directors not
later than 90 days after the beginning of the performance period or after 25% of
the performance period has expired; (iii) the material terms of the of the
performance goal under which the compensation will be paid are disclosed to and
approved by shareholders; and (iv) the compensation committee certifies that the
performance goals have been satisfied before payment.

Performance Goal Criteria and Award. Under the Compensation Plan, each year the
Compensation and Governance Committee of the Board ("Committee"), a compensation
committee meeting the "outside director" requirements of Section 162(m),
establishes an objective performance goal and formula for determining the amount
of bonus compensation available under the Compensation Plan for each Covered
Employee. No annual award to a Covered Employee under the performance goal or
Compensation Plan may exceed $5,000,000. Because bonuses depend on achieving
pre-established performance goals set by the Compensation and Governance
Committee, we cannot determine the amounts that may be received in the future by
Covered Employees. The bonuses paid to the Covered Executives under the
Compensation Plan for 2002 are set forth in the Summary Compensation Table
above.

The performance goals established by the Committee may be based upon any or all
of the following business criteria, as set forth in the Compensation Plan:

o combined loss and expense ratio;
o earnings per share;
o net income;
o adjusted net income;
o return on equity;
o cash return on equity;
o return on assets;
o earnings before interest and taxes;
o operating income;
o cash flow(s);
o stock price; or
o strategic business objectives consisting of one or more objectives
based on meeting specified cost targets, business expansion goals,
or goals relating to acquisitions or divestitures.

The Compensation Plan provides that, prior to the beginning of the Bonus Period
during which the performance will be determined, or at a later time as may be
permitted by the applicable provisions of the Code, the committee will establish
a performance goal and an award for each Covered Employee. The Compensation Plan
provides for a Bonus Period that is the calendar year, but further provides that
the Committee may establish a Bonus Period other than the calendar year for
purposes of determining awards under the plan.

Under the terms of the Compensation Plan, the Committee exercises its discretion
to reduce or eliminate payments to any Covered Employee. However, the Committee
cannot increase the amount of an award to a Covered Employee above that amount
determined pursuant to the pre-established performance goal and formula. Prior
to the payment of any award to a Covered Employee under the Compensation Plan,
the Committee must certify the achievement of the performance goals in respect
of such award.

Form of Awards. Awards may be paid in the form of cash or in stock, restricted
stock, options or other stock-based or stock-denominated awards from shares
reserved for issuance under the Stock Incentive Plan or any successor plan or
any other form of consideration or any combination as may be determined by the
Committee, in its discretion. The Committee, in its discretion, may provide for
the deferral of payment of awards made under the plan.

Amendment and Termination. The Compensation Plan may be terminated or amended at
any time by the Committee, including amendments necessary to conform with the
requirements of Section 162(m). No amendment shall be made without approval of
the shareholders of Travelers if such approval is required in order for the Plan
to continue to meet the requirements of Section 162(m) of the Code.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
APPROVAL AND ADOPTION OF THE TRAVELERS PROPERTY CASUALTY CORP.
EXECUTIVE PERFORMANCE COMPENSATION PLAN.

Item 4-Approval of Certain Amendments To Travelers Certificate Of Incorporation

Our Board of Directors has unanimously determined at its meeting held on January
23, 2003 that certain amendments to our certificate of incorporation are
advisable and voted to recommend them to our shareholders for adoption. These
proposed amendments to our certificate of incorporation (the "Proposed
Amendments") are attached hereto as Annex D and are summarized below.
Shareholders are urged to read carefully the materials that follow as they
involve matters of particular importance.

The proposed amendments provide for various changes intended:

o to make a minor change to Article Fourth; and_.

o to delete obsolete or undesireable provisions.

Background of the Proposed Amendments

Prior to the IPO, we were an indirect wholly-owned subsidiary of
Citigroup. After the completion of the IPO, Citigroup beneficially owned all of
our outstanding class B common stock and 269 million shares of our class A
common stock, representing [94.8%] of the combined voting power of all classes
of our voting securities. Thus, Citigroup was generally able to determine the
outcome of all corporate actions requiring shareholder approval, including the
election of directors.

In order to address potential conflicts of interest between us and
Citigroup arising out of Citigroup's position as our controlling shareholder,
our certificate of incorporation contains provisions regulating and defining the
conduct of our affairs and those of our officers, directors and shareholders in
connection with our relationship with Citigroup. Our certificate of
incorporation also contains provisions relating to corporate opportunities and
interested directors, provisions relating to control by Citigroup, and
provisions relating to Citigroup's regulatory status.

Moreover, under the provisions of our certificate of incorporation, the
prior consent of Citigroup was effectively required in connection with various
corporate actions until such time as Citigroup ceased to own beneficially at
least 20% of the combined voting power of all of our outstanding voting
securities. After the Spin-off, Citigroup no longer owns 20% of the combined
voting power of all of our outstanding voting securities. Thus, a number of the
provisions in our certificate of incorporation are no longer needed or desirable
to us, and the Board of Directors recommends that they be modified or deleted.

Description of the Proposed Amendments

The following summarizes the Proposed Amendments that are recommended by
the Board of Directors and are being presented for a vote of shareholders.

Article Fourth

Article Fourth, Subsection A would be amended to change the word "shall"
to "were" to reflect the fact that the reclassification of the shares of common
stock into class A and class B common stock was accomplished.

Article Seventh

The Board of Directors proposes that we delete Article Seventh which deals
with conflicts of interest between us and Citigroup. It contains provisions
relating to corporate opportunities and provisions that govern the duties of our
officers and directors who are also officers and directors of Citigroup. Section
I of Article Seventh provides that all of Article Seventh except for Section I
"shall become inoperative and of no effect following the Operative Date." The
"Operative Date" is defined in Section H, subpart (iii) of Article Seventh as
the first date on which Citigroup ceases to own beneficially shares entitled to
20% or more of the votes entitled to be cast by the then outstanding class A
common stock and class B common stock. Citigroup issued a press release on
August 20, 2002 at the time of the Spin-Off in which it stated that as of that
date it held shares of class A and class B common stock "representing 9.99% of
the outstanding shares of Travelers common stock and 9.99% of the outstanding
voting power of Travelers." Therefore, the Operative Date occurred at the time
of the Spin-Off, and Article Seventh is no longer effective.

Article Eighth

The Board of Directors proposes that we delete Article Eighth which also
deals with conflicts of interest between us and Citigroup. It establishes
procedures for the approval of certain contractual and other business relations
between us and Citigroup. Article Eighth did not become inoperative upon the
occurrence of the Operative Date. However, based on the reduced ownership of our
stock by Citigroup, our Board of Directors is recommending that Article Eighth
be deleted.

Article Ninth

The Board of Directors proposes that we delete Article Ninth which
regulates the conduct of certain of our affairs as they may affect Citigroup and
its legal and regulatory status. It also requires Citigroup's written approval
of any action that would result in any of our directors who is also a director
or officer of Citigroup being ineligible to serve as one of our directors.
Section G of Article Ninth provides that Article Ninth shall become inoperative
following the Operative Date. Due to the occurrence of the Spin-Off, Article
Ninth is no longer in effect.

Article Tenth

The Board of Directors proposes that we delete Article Tenth. This Article
restricted us from taking certain actions prior to the Spin-off, such as
mergers, changes in capitalization, issuance of shares, dissolution or
incurrence of debt, without the approval of a majority of the class B common
stock. By their terms, the restrictions applied only during the period prior to
the Spin-off.

Renumbering

If the Proposed Amendments are approved resulting in the deletion of
Articles Seventh through Tenth, existing Articles Eleventh through Sixteenth
would be renumbered as Articles Seventh through Twelfth, respectively.

Vote Required

The terms of Articles Seventh, Eighth, Ninth and Tenth required that,
until the occurrence of the Spin-Off, the affirmative vote of at least 80% of
the votes entitled to be cast thereon was required to amend or repeal these
Articles. Upon the occurrence of the Spin-Off, the vote required to amend or
repeal such Articles was returned to the vote required to amend certificates of
incorporation under the laws of the State of Connecticut. Under the laws of the
State of Connecticut, the Proposed Amendments will be approved if more votes are
cast in favor of their approval than are cast against such approval at a meeting
at which a quorum exists.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE TO
APPROVE THE PROPOSED AMENDMENTS.

Item 5-Ratification of Selection of Independent Auditors

The audit committee of the board of directors has selected KPMG LLP as the
independent auditors of Travelers for 2003. KPMG has served as the independent
auditors of Travelers and its predecessors since December 1993. Arrangements
have been made for a representative of KPMG to attend the annual meeting. The
representative will have an opportunity to make a statement if he or she desires
to do so, and will be available to respond to appropriate shareholder questions.

If the shareholders do not ratify the selection of KPMG LLP, or if prior to the
2004 Annual Meeting, KPMG LLP declines to act or otherwise becomes incapable of
acting, or if its employment is discontinued by the Audit Committee, then the
Audit Committee will appoint other independent accountants whose employment for
any period subsequent to the 2004 Annual Meeting will be subject to ratification
by the shareholders at that meeting.

Audit Fees

The aggregate fees billed by KPMG LLP for professional services rendered for the
audit of the Travelers annual financial statements for the year ended December
31, 2002 and the reviews of

the financial statements included in Travelers quarterly reports on Form 10-Q
during 2002 were $2,005,000.

Financial Information Systems Design and Implementation Fees

KPMG LLP did not provide any information technology services in 2002.

All Other Fees

The aggregate fees billed for all other services provided to Travelers by KPMG
LLP were $692,200. . These services primarily involved audits of benefit and
pension plans, tax-related services, other required attestation reports and
services related to registration statements and consents, including those
provided in the IPO.

THE BOARD RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF KPMG
LLP AS TRAVELERS INDEPENDENT AUDITORS FOR 2003.

Certain Relationships and Transactions

Employment Agreement

Mr. Lipp has an employment agreement with Travelers dated March 7, 2002,
pursuant to which he serves as our chairman and chief executive officer, for a
period of 5 years from the March 22, 2002 IPO, subject to early termination. Mr.
Lipp's annual base salary will be not less than $600,000 and he participates in
our bonus and other incentive plans intended for our senior management. Under
the agreement, Travelers granted to Mr. Lipp a stock option to purchase
4,324,324 shares of Class A common stock at an exercise price equal to the
initial public offering price of $18.50. The option vests in 20% annual
increments beginning on March 22, 2003. In addition, the option will be fully
vested and immediately exercisable if Mr. Lipp's employment is terminated by us
without cause or by him for a good reason, or in the event of death, disability
or a change in control. Mr. Lipp is also entitled to certain benefits and
perquisites.

The agreement also provides that if during the term of the agreement:

o Mr. Lipp's employment is terminated by us without cause or by him
for a good reason, he will be entitled to (1) a lump sum payment in
an amount equal to two times the sum of (a) his annual salary and
(b) the highest annual bonus paid to him for the three performance
years prior to his termination and (2) all accrued benefits;

o Mr. Lipp's employment is terminated by him for any reason during a
60-day period beginning 6 months after a change in control or if his
employment is terminated by us without cause or by him with good
reason during the period beginning on the later of 6 months prior to
such change of control and ending two years after such change of
control, he will be entitled to (1) a lump sum payment in an amount
equal to three times the sum of (a) his annual salary and (b) the
highest

annual bonus paid to him for the three performance years prior to
his termination and (2) all accrued benefits.

As a condition to receiving the above described payments and benefits, Mr. Lipp
will be subject to a non-solicitation agreement for one year following the
termination of the agreement

Aircraft lease

LCG Enterprises LLC, a limited liability company of which Mr. Lipp is the sole
member, owns and leases to Travelers a Falcon 50 aircraft on a month-to-month
basis for business purposes. Pursuant to the lease, Travelers is responsible for
the operation and maintenance of the aircraft and pays to LCG $989 per hour of
actual flight time. Travelers does not incur an hourly charge when the aircraft
is not used or when Mr. Lipp uses the aircraft for personal reasons. Mr. Lipp
may use the aircraft and other Travelers-owned aircraft for personal travel and
has agreed to reimburse Travelers for his personal use of any of the aircraft at
the maximum non-charter rate permitted by the Federal Aviation Administration
rules. In May 2002, Travelers then independent directors determined that the
terms of the lease are more favorable to Travelers than those under which
Travelers could obtain the use of a comparable aircraft from an unaffiliated
third party. In 2002, Travelers paid $130,944 to LCG for use of the aircraft and
Mr. Lipp reimbursed Travelers $173,073 for his personal use of the aircraft.

Investment portfolio consulting

During 2002, Travelers engaged HPB Management LLC ("HPB"), a limited liability
company of which Mr. Berkowitz, a director of Travelers, is the senior managing
member. HPB provided consulting services to Travelers that involved (i) the
management of its investment portfolio, including making recommendations as to
portfolio asset allocation, (ii) retention of investment managers and other
investment management activities, (iii) advising Travelers in the negotiation of
an investment management agreement between Travelers and Citigroup Alternative
Investments Inc., (iv) assisting Travelers in identifying potential candidates
for the position of Travelers chief investment officer, and (6) certain other
services, including advice on investing pension plan assets. HPB provided the
services pursuant to an agreement between Travelers and HPB dated as of January
1, 2002. Travelers terminated the agreement on September 24, 2002, before Mr.
Berkowitz was elected as a director. During 2002, Travelers paid HPB $335,000 in
fees and certain expenses. In addition, during 2002, HPB subleased office space
in New York City to Travelers for which Travelers paid $29,500. HPB continues to
sublease space in 2003 for $3,500 per month.

Investment in subsidiary

On August 1, 2002, Commercial Insurance Resources, Inc. ("CIRI"), a Travelers
subsidiary and the holding company for the Gulf Insurance Group ("Gulf"),
completed an investment transaction with a group of outside investors and senior
employees of Gulf. Trident II, L.P. ("Trident") and its related co-investment
funds, Marsh & McLennan Capital Professionals Fund, L.P., Marsh & McLennan
Employees' Securities Company, L.P. and Trident Gulf Holding, LLC

invested $125.0 million in the aggregate, and a group of senior employees of
Gulf invested $14.2 million. Meryl D. Hartzband, a director of Travelers, is a
Senior Principal and the Investment Director of MMC Capital, Inc. ("MMC
Capital"), the manager of Trident, and also a member of the investment committee
of the general partner of Trident. MMC Capital is a wholly owned subsidiary of
Marsh & McClennan Companies, Inc.

The investments made in CIRI by Trident, its related co-investment funds and the
Gulf employees included $85.9 million of mandatory convertible preferred stock,
$49.7 million of convertible notes and $3.6 million of common equity,
representing a 24% ownership interest, on a fully diluted basis. The dividend
rate on the preferred stock is 6.0%. The interest rate on the notes is 6.0%
payable on an interest-only basis. The notes mature on December 31, 2032. The
investment agreements provide for registration rights and transfer rights and
restrictions and other matters customarily addressed in agreements with minority
investors.

Legal services

Skadden, Arps, Slate, Meagher & Flom LLP provided legal services to Travelers
during 2002. Mr. Bialkin, a director of Travelers, is a partner in this law
firm. Each of Citigroup and Travelers engaged the firm to provide legal services
in connection with the IPO and the Spin-off. As required by the Intercompany
Agreement with Citigroup discussed below, Travelers was obligated to pay for
Citigroup's legal fees and expenses related to the IPO and the Spin-off.
Travelers paid approximately $6,074,700 in fees to the firm for legal services
rendered to Travelers and Citigroup in connection with the IPO and the Spin-off.
In 2002, Travelers also paid approximately $2,721,965 in fees to the firm for
other legal services.

Investment banking services

Credit Suisse First Boston ("CSFB") was one of several investment banking firms
that was an underwriter of Travelers IPO and 4.5% Convertible Junior
Subordinated Notes offering for which CSFB received approximately $6.2 million
in underwriting fees. Jeffrey M. Peek, a director of Travelers, is Vice Chairman
of CSFB.

Relationships with Citigroup

Until the Spin-off was completed on August 20, 2002, Travelers remained a
majority-owned subsidiary of Citigroup, and Travelers and Citigroup had
agreements between them that addressed various business relationships. However,
in connection with the IPO, Travelers and Citigroup terminated these agreements
and entered into new agreements, including a new intercompany agreement dated as
of March 26, 2002, as amended on August 19, 2002. Certain terms of the
intercompany agreement and other agreements and arrangements between Travelers
and Citigroup and its affiliates are summarized below.

Intercompany Agreement

Intellectual Property. Travelers owns the "Travelers" name and mark, but we
granted Citigroup the right to make various uses of the "Travelers" name and
mark for two years from March 22, 2002, subject to certain conditions. Citigroup
owns the "umbrella" mark and granted Travelers a

right to make various uses of the "umbrella" mark and other Citigroup marks for
two years from March 22, 2002. In addition, Travelers agreed to enter into a
License Agreement with The Travelers Insurance Company, a Citigroup subsidiary
("TIC") pursuant to which Travelers would grant TIC the right to use the
"Travelers Life and Annuity," "The TIC" and "The Travelers Life and Annuity
Company" names and marks and other names and marks containing "Travelers" for
use in Citigroup's life insurance and annuity business, subject to certain
conditions.

Indemnification. Travelers will indemnify Citigroup and its officers, directors,
employees and agents against losses arising from certain actions by Travelers.
Citigroup will indemnify Travelers and our officers, directors, employees and
agents against losses arising from certain actions by Citigroup.

Registration Rights. Citigroup can demand that Travelers register the
distribution of Travelers shares of common stock that Citigroup owned after the
IPO. Citigroup also has so-called "piggyback" registration rights, which means
that Citigroup may include its shares in any future registrations of Travelers
common equity securities. Travelers will pay all costs and expenses in
connection with each such registration, except underwriting discounts and
commissions applicable to the shares of common stock sold by Citigroup.
Travelers will also register sales of shares of our common stock owned by
employees of Citigroup pursuant to employee stock or option plans, but only to
the extent such registration is required for the shares to be freely tradable.

Reimbursement Agreements. Travelers paid all costs and expenses incurred in
connection with the IPO, the Spin-off and related transactions.

Business Relationships. [Travelers has an agreement for Citigroup to distribute
our property and casualty insurance products through Citigroup's distribution
channels]. We will continue to purchase annuities for structured settlements
from Citigroup on the same economic terms that existed at the IPO, through 2003,
and thereafter on terms to be mutually agreed upon. During 2004, we will use
Citigroup as our most preferred provider of structured settlement claims, as
long as Citigroup maintains competitive ratings and its products are
competitively priced.

Right of First Offer. For a period of two years following the Spin-off,
Travelers has the right of first offer to provide Citigroup property and
casualty coverage that we do not currently provide it and Citigroup has the
right of first offer to provide us any financial service it does not currently
provide us, at market rates, terms and conditions at the time of the offer.
Neither party is required to purchase the services at rates, terms or conditions
less favorable than those offered by any third party at the time of the offer.

Other Provisions. The intercompany agreement also provides for various other
matters, including: (i) the provision of insurance and allocation and/or
reimbursement of costs and premiums of that insurance; (ii) the provision of
data processing services and allocation and/or reimbursement of costs of those
services; (iii) cross-licensing of computer software; (iv) volume purchasing
arrangements; (v) the sale of aviation equipment and the reimbursement for the
costs related to the provision of aviation services until the Spin-off occurred;
and (vi) provisions

governing other relationships among members of Citigroup, on the one hand, and
Travelers, on the other hand.

Trademark License Agreement

Travelers and TIC entered into a Trademark License Agreement dated as of August
19, 2002. Under this agreement, except for marks already in use by TIC, any new
corporate or trade name adopted by TIC and its affiliates must contain the term
"Travelers Life & Annuity." In addition, any trademark, service mark, domain
name, or other source indicator adopted by TIC and its affiliates must meet the
criteria set forth in certain trademark guidelines. TIC must cease use of
Travelers marks within 2 years after certain events, including Citigroup ceasing
to control TIC.

Transition Services Agreement.

Travelers and Citigroup entered into a transition services agreement dated
August 19, 2002 for the provision of certain facilities sharing, systems,
corporate, administrative and other shared services after the Spin-off. The term
for the provision of each service is one year, except for data processing
services and related support, which is two years, services related to the
accident department of TIC operated for the benefit of Travelers, is two years,
and payroll and human resources services, which is two years plus the remaining
portion of the second year. Except for payroll and human resources services,
each service is subject to an extension for another one-year term upon advance
notice from the receiving party. The cost for the provision of each transition
service reflects payment terms consistent with the cost allocation before the
Spin-off.

Real Estate

In connection with the Spin-off, Travelers and Citigroup agreed to separate the
real estate owned, leased and subleased by each party based upon our respective
business operations. Therefore, Travelers: (i) entered into assignment
agreements so that we no longer lease premises occupied by Citigroup within
which no portion of our business is located; (ii) entered into sublease
arrangements, either in the capacity of sublessor or sublessee, with respect to
each location that was occupied by both Citigroup and Travelers after the IPO;
(iii) took various leasehold interests from Citigroup by assignment, and
allocated various expenses and liabilities related to properties leased by us
and Citigroup and (iv) purchased certain premises and other properties from
Citigroup that we had previously leased for approximately $68 million.

Asbestos Indemnification Agreement

Travelers entered into an agreement with Citigroup that provided that if in any
fiscal year we recorded additional asbestos-related income statement charges in
excess of $150 million, net of any reinsurance, Citigroup would pay to us the
amount of any such excess up to a cumulative aggregate of $800 million, reduced
by the tax effect of the highest applicable federal income tax rate. As a result
of Travelers adding to its asbestos reserves through January 2003, Travelers has
utilized all of the benefits under the agreement.

Investment Advisory

Travelers entered into an Investment Management and Administrative Services
Agreement dated as of August 6, 2002 with Citigroup Alternative Investments LLC
("CAI"), a Citigroup affiliate. CAI provides investment advisory services with
respect to Travelers investment portfolio for a period of two years and at fees
mutually agreed upon, including a component based on performance. Charges
incurred related to this agreement were $47.2 million for 2002. Either party may
terminate the agreement effective on or after March 31, 2003 upon 90 days prior
notice.

Tax Allocation Agreement

Travelers and Citigroup are parties to a tax allocation agreement, which
generally provides for the allocation of income tax liabilities between us and
Citigroup and certain other matters. The tax allocation agreement governs these
tax-related matters for taxable periods before and after the IPO and the
Spin-off. Under the tax allocation agreement, we will indemnify Citigroup for
tax liabilities that are allocated to us.

Brokerage and Investment Banking.

In the ordinary course of business, we purchase and sell securities through
Citigroup's broker-dealers. These transactions are conducted on an arm's-length
basis. Commissions are not paid for the purchase and sale of debt securities. In
addition, Salomon Smith Barney Inc., an affiliate of Citigroup, performs
investment banking and advisory services for us. Salomon Smith Barney Inc. and
Salomon Brothers International Limited were underwriters of the IPO and the
concurrent debt offering and received underwriting discounts and commissions of
approximately $90 million.

Debt transactions and dividends

On February 7, 2002, a prior note agreement with Citigroup was replaced by a new
note agreement. Travelers paid the outstanding balance of $1.2 billion following
the IPO.

Travelers has a $500.0 million revolving line of credit agreement with a
Citigroup affiliated company. The line of credit expires in December 2006. At
December 31, 2002, TIGHI had $500.0 million of borrowings outstanding under the
line of credit at an interest rate of 3.6% and with payment due in November
2003. Travelers also has a $250.0 million revolving line of credit from
Citigroup which expires in 2006. Travelers pays a commitment fee to Citigroup
for this line of credit, The interest rate for borrowings under this committed
line is a variable interest rate based upon LIBOR. At December 31, 2002, there
was $200 million of outstanding borrowings under this revolving line of credit.

In February 2002, Travelers paid a dividend of $1.0 billion to Citigroup in the
form of a non-interest bearing note. On December 31, 2002 this note was paid in
full. In February 2002, Travelers also paid a dividend of $3.7 billion to
Citigroup in the form of a note payable, all of which was paid by May 8, 2002.
In March 2002, Travelers paid a dividend of $395.0 million to Citigroup in the
form of a note which was paid following the IPO and the Notes Offering.

Other Transactions

Before the IPO Travelers effected a corporate reorganization that included
Travelers transfer of substantially all of its assets to Citigroup, other than
the capital stock of TIGHI, which is the holding company of Travelers Property
Casualty insurance subsidiaries. Citigroup assumed all of Travelers' third-party
liabilities, other than liabilities relating to TIGHI and its active employees.
On February 28, 2002 we sold the stock of CitiInsurance International Holdings
Inc. to Citigroup for $403 million, its net book value.

Submitting Future Shareholder Proposals

Under SEC rules, a shareholder who intends to present a proposal at the 2004
annual meeting of shareholders and who wishes the proposal to be included in the
proxy statement for that meeting must submit the proposal in writing to
Travelers Secretary at the address on the cover of this proxy statement. The
proposal must be received no later than November 20, 2003. In addition to these
SEC rules, Travelers bylaws require advance notice of business to be brought
before a shareholders' meeting, including nominations of persons for election as
directors. Generally, notice to Travelers Secretary must be given at least 90
days, but not more than 120 days before the anniversary of the immediately
preceding annual meeting of shareholders. For the 2004 annual meeting,
Travelers' Secretary must receive advance notice of any proposed business no
later than January 25, 2004 in order for the business to be considered at the
meeting. The bylaws have certain other requirements. You may obtain a copy of
the bylaws from the Secretary.

Cost of Annual Meeting and Proxy Solicitation

Travelers pays the cost of the annual meeting and the cost of soliciting
proxies. In addition to soliciting proxies by mail, Travelers may solicit
proxies by personal interview, telephone and similar means. No director, officer
or employee of Travelers will be specially compensated for these activities.
Travelers also intends to request that brokers, banks and other nominees solicit
proxies from their principals and will pay the brokers, banks and other nominees
certain expenses they incur for such activities. Travelers has retained
Georgeson Shareholder, a proxy soliciting firm, to assist in the solicitation of
proxies. Georgeson's solicitation fee is $15,000, plus reimbursement of certain
out-of-pocket expenses.

Section 16(a) beneficial ownership reporting compliance

Section 16(a) of the Securities Exchange Act requires Travelers executive
officers and directors, and persons who own more than 10% of a registered class
of Travelers equity securities, to file reports of ownership and changes in
ownership with the SEC and the NYSE, and to furnish Travelers with copies of the
forms. Based on its review of the forms it received, or written representations
from reporting persons, Travelers believes that, during 2002, each of its
executive officers, directors and greater than 10% shareholders complied with
these requirements.

ANNEX A

TRAVELERS PROPERTY CASUALTY CORP.

CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

I. Purpose.

The Audit Committee ("Committee") of the Board of Directors ("Board") of
Travelers Property Casualty Corp. ("Company") shall assist the Board in the
oversight and monitoring of 1) the integrity of the Company's financial
statements, and public disclosures; 2) the performance, independence and
qualifications of the Company's independent auditors; 3) the performance of the
Company's internal auditors; and 4) the Company's compliance with applicable
legal and regulatory requirements.

The Committee shall prepare the report required by the rules of the Securities
and Exchange Commission (the "Commission") to be included in the Company's
annual proxy statement.

II. Organization.

The Committee shall consist of three or more members of the Board of Directors.
The members of the Audit Committee shall meet the independence requirements of
the New York Stock Exchange ("NYSE"), Section 10A(m)(3) of the Securities
Exchange Act of 1934 (the "Exchange Act") and the rules and regulations of the
Commission, and the experience and expertise requirements of the NYSE. The
Company shall disclose whether the Committee has a "financial expert" as defined
by rules of the Commission. Committee members shall not simultaneously serve on
the audit committees of more than two other public companies.

The Audit Committee members and the Audit Committee Chairman shall be appointed
by the Board of Directors, and may be replaced by the Board.

The Committee shall make regular reports to the Board, including an annual
review of the adequacy of this charter, and an annual review of the Committee's
performance.

III. Meetings.

The Committee shall meet at least four (4) times per year on a quarterly basis,
or more frequently as circumstances require. The Committee shall meet
periodically with senior management of the Company, the Company's Chief Internal
Auditor and the Company's independent auditor, in separate executive sessions.
The Committee may request any officer or employee of the Company, or the
Company's outside counsel or independent auditor to attend a meeting of the
Committee or to meet with any members of, or consultants to, the Committee.

IV. Authority and Responsibility.

In order to assist the Board in its oversight of the integrity of the Company's
financial statements and public disclosures, the Committee shall, as it deems
necessary or appropriate:

1. Review and discuss with the Chief Financial Officer ("CFO") and
other members of the Company's management and the independent
auditor, the annual audited financial statement, including
disclosures made in management's discussion and analysis, and
recommend to the Board whether the audited financial statements
should be included in the Company's Form 10-K.
2. Review and discuss with the CFO or his or her designee and the
independent auditor the Company's quarterly financial statements
prior to the filing of its Form 10-Q, including the results of the
independent auditor's review of the quarterly financial statements.
3. Discuss with the CFO or his or her designee and the independent
auditor significant financial reporting issues and judgments made in
connection with the preparation of the Company's financial
statements, including any significant changes in the Company's
selection or application of accounting principles, any off-balance
sheet structures on the Company's financial statements, any
significant deficiencies or material weaknesses in the Company's
internal controls and any special steps adopted in light of these
control deficiencies.
4. Receive and discuss quarterly reports from the independent auditors
on:
a. All critical accounting policies and practices to be used.
b. All alternative treatments of financial information within
generally accepted accounting principles that have been
discussed with management, including ramifications of the use
of such alternative disclosures and treatments, and the
treatment preferred by the independent auditor.
c. Other material written communications between the independent
auditor and management, such as the quarterly review opinion,
any management letter and any schedule of unadjusted
differences.
5. Review and discuss with management the Company's earnings press
releases, including the use of "pro forma" or "adjusted" non-GAAP
information, as well as financial information and earnings guidance
provided to analysts and rating agencies. The Committee may perform
these functions generally by discussing the types of information to
be disclosed and the types of presentation to be made, rather than
discussing the same in advance of each earnings release or other
disclosure or presentation.
6. Discuss with the CFO or his or her designee, and the independent
auditor the effect of regulatory and accounting initiatives on the
Company's financial statements.
7. Discuss with management the Company's major financial risk exposures
and the steps management has taken to monitor and control such
exposures, including the Company's risk assessment and risk
management procedures. The Committee shall satisfy itself that:
a. The Company has appropriate procedures, practices and
processes in place to reasonably assure adherence to policies
and limits relating to the assumption of risk; and
b. The risks assumed by the Company are appropriately reflected
in the books and records of the Company and that procedures
are in place to assure the timeliness and integrity of the
reporting thereof.

8. Discuss with the independent auditor the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the
conduct of the audit, including any difficulties encountered in the
course of the audit work, any restrictions on the scope of
activities or access to requested information, and any significant
disagreements with management.
9. Review disclosures made to the Audit Committee by the Company's CEO
and CFO during their certification process for the Form 10-K and
Form 10-Q about any significant deficiencies in the design or
operation of internal controls or material weakness therein and any
fraud involving management or other employees who have a significant
role in the Company's internal controls.
10. Retain independent legal, accounting or other advisors in order to
assist the Committee in carrying out its responsibilities, as it
deems necessary. The Company shall provide for appropriate funding,
as determined by the Audit Committee, for payment of compensation to
the independent auditor for the purpose of rendering or issuing an
audit report and to any advisors employed by the Committee.

In order to assist the Board in its oversight of the performance, independence
and qualifications of the Company's independent auditors, the Audit Committee
shall:

1. Assume and retain the sole authority to appoint or replace the
independent auditor (subject to shareholder ratification, if
applicable). The independent auditor shall report directly to the
Committee and the Committee shall be directly responsible for the
compensation and oversight of the work of the independent auditor,
including resolution of disagreements between management and the
independent auditor regarding financial reporting.
2. Review the independence of the Company's independent auditors,
including the annual communication as to independence delivered by
the independent auditors (Independent Standards Board Standard No.
1, "Independence Discussions with Audit Committees") and recommend
appropriate action in response to any concerns raised in the annual
communication as to independence or the related Audit Committee
discussions.
3. Review and pre-approve all auditing services and permitted non-audit
services, including the fees and terms thereof, to be performed for
the Company by its independent auditor, subject to the de minimus
exceptions for non-audit services described in Section 10A(i)(1)(B)
of the Exchange Act which are approved by the Audit Committee prior
to the completion of the audit. The Committee may delegate the
authority to grant pre-approvals of audit and permitted non-audit
services to an individual Audit Committee member or members,
provided that the decisions of such individual member or members to
grant such pre-approvals shall be presented to the full Audit
Committee at its next scheduled meeting.
4. Obtain and review a report from the independent auditor at least
annually regarding (a) the independent auditor's internal
quality-control procedures, (b) any material issues raised by the
most recent internal quality-control review, or peer review, of the
firm, or by any inquiry or investigation by governmental or
professional authorities within the preceding five years respecting
one or more independent audits carried out by the firm, (c) any
steps taken to deal with any such issues, and (d) all relationships
between the independent auditor and the Company.

5. Evaluate the qualifications, performance and independence of the
independent auditor and specifically the qualifications, performance
and independence of the lead partner. Consider whether the auditor's
quality controls are adequate and the provision of permitted
non-audit services is compatible with maintaining the auditor's
independence, and taking into account the opinions of management and
internal auditors. The Committee shall present its conclusions with
respect to the independent auditor to the Board on an annual basis.
6. Ensure the rotation of the lead (or coordinating) audit partner
having primary responsibility for the audit and the audit partner
responsible for reviewing the audit as required by law. Consider
whether in order to assure continuing auditor independence, it is
appropriate to adopt a policy of rotating the independent auditing
firm on a regular basis.
7. Recommend to the Board policies for the Company's hiring of
employees or former employees of the independent auditor who
participated in any capacity in the audit of the Company.
8. Receive a report as to any material matters that were referred to
the independent auditors' national office relating to accounting
policies and/or financial statement disclosure within the Company's
financial statements and, to the extent deemed appropriate, the
Committee shall request an opportunity to address such issues
directly with a representative of such national office.
9. Meet with the independent auditor prior to the audit to discuss the
planning and staffing of the audit.

In order to assist the Board in its oversight of the performance of the
Company's internal auditors, the Committee shall:

1. Review and approve the appointment and replacement of the Company's
Chief Auditor;
2. Review and approve, based upon the recommendation of management, the
independent auditors and the Chief Auditor, the scope and plan of
the independent audit, and the scope and plan of the work to be done
by internal audit, including the adequacy of the internal audit
budget and staffing;
3. Review and evaluate the adequacy of the work performed by the Chief
Auditor and internal audit, which shall encompass an evaluation of
the effectiveness of the Company's internal control design and
performance in carrying out assigned control responsibilities;
4. Address itself to specific issues or problems that arise, with the
objective of identifying which processes need to be enhanced, if
any, and satisfy itself that management has timely and reasonable
corrective action plans; and
5. Review the report of the Chief Auditor regarding the expenses of,
the perquisites paid to, and the conflicts of interest, if any, of
the members of the Company's senior management.

In order to assist the Board in its oversight of the Company's compliance with
legal and regulatory requirements, the Committee shall:

1. Obtain from the independent auditor assurance that Section 10A(b) of
the Exchange Act Reporting of Illegal Acts has not been implicated.

2. Obtain reports from management, the Company's senior internal
auditing executive and the independent auditor that the Company and
its subsidiaries are in conformity with applicable legal
requirements and the Company's Code of Business Conduct and Ethics.
Advise the Board with respect to the Company's policies and
procedures regarding compliance with applicable laws and regulations
and with the Company's Code of Business Conduct and Ethics.
3. Establish procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters, and the confidential,
anonymous submission by employees of concerns regarding questionable
accounting or auditing matters.
4. Discuss with management and the independent auditor any
correspondence with regulators or governmental agencies and any
published reports which raise material issues regarding the
Company's financial statements or accounting policies, and satisfy
itself that the Company has taken appropriate corrective action.
5. Discuss with the Company's General Counsel legal matters that may
have a material impact on the financial statements or the Company's
compliance policies.

V. Limitation of Audit Committee's Role.

The Audit Committee has the responsibilities and powers set forth in this
Charter. Management is responsible for the financial reporting process, the
preparation of consolidated financial statements in accordance with generally
accepted accounting principles, the system of internal controls, and procedures
designed to insure compliance with accounting standards and applicable laws and
regulations. The Company's independent auditors are responsible for auditing the
financial statements. The Audit Committee's responsibility is to monitor and
review these processes and procedures described above. The Audit Committee may
apply reasonable materiality standards to all of its activities.

ANNEX B

Travelers Property Casualty Corp.
2002 STOCK INCENTIVE PLAN
(As amended on January 23, 2003)

1. PURPOSE

The purposes of the Travelers Property Casualty 2002 Stock Incentive Plan
(the "Plan") are to (i) attract and retain employees by providing compensation
opportunities that are competitive with other companies; (ii) provide incentives
to those employees who contribute significantly to the long-term performance and
growth of the Company and its Subsidiaries; and (iii) align employees' long-term
financial interests with those of the Company's stockholders.

2. EFFECTIVE DATE

The original effective date of the Plan is March 17, 2002, and is amended
effective January 23, 2003.

3. DEFINITIONS

"Award" shall mean an Option, SAR or other form of Stock Award granted
under the Plan.

"Award Agreement" shall mean the document evidencing an Award granted
under the Plan.

"Board" shall mean the Board of Directors of the Company.

"Change of Control" shall have the meaning set forth in Section 13.

"Common Stock" shall mean Class A common stock of the Company, par value
$.01 per share.

"Covered Employee" shall mean "covered employee" as such term is defined
in Section 162(m) of the Code.

"Code" shall mean the Internal Revenue Code of 1986, as amended, including
any rules and regulations promulgated thereunder.

"Company" shall mean Travelers Property Casualty Corp., a Connecticut
corporation.

"Committee" shall mean the Compensation and Governance Committee of the
Board, or such other committee or subcommittee duly established by the
Board, the members of which shall satisfy the requirements of Rule 16b-3
under the 1934 Act and who also qualify, and shall remain qualified as
"outside directors" as defined in Section 162(m) of the Code; provided
however, that prior to the initial public offering of the Company's Class
A Shares, as contemplated by the Company's registration statement on Form
S-1 filed with the

Securities and Exchange Commission, the term "Committee" shall mean the
Personnel, Compensation and Directors Committee of the Board of Directors
of Citigroup Inc.

"Deferred Stock" shall mean an Award payable in shares of Common Stock at
the end of a specified deferral period that is subject to the terms,
conditions and limitations described or referred to in Section 7(c)(iv).

"Employee" shall have the meaning set forth in General Instruction A to
the Registration Statement on Form S-8 promulgated under the Securities
Act of 1933, as amended, or any successor form or statute, as determined
by the Committee.

"Fair Market Value" shall mean the fair market value of the Common Stock,
as determined by the Committee.

"ISO" shall mean an incentive stock option as defined in Section 422 of
the Code.

"Option" shall mean the right to purchase a specified number of shares of
Common Stock at a stated exercise price for a specified period of time.
The term "Option" as used in this Plan, shall include the terms "Reload
Option" and "ISO".

"Participant" shall mean an Employee who has been granted an Award under
the Plan.

"Reload Option" shall have the meaning set forth in Section 7(a)(ii).

"Restricted Stock" shall mean an Award of Common Stock that is subject to
the terms, conditions, restrictions and limitations described or referred
to in Section 7(c)(iii).

"SAR" shall mean a stock appreciation right that is subject to the terms,
conditions, restrictions and limitations described or referred to in
Section 7(b).

"Section 16(a) Officer" shall mean an Employee who is subject to the
reporting requirements of Section 16(a) of the 1934 Act.

"Stock Award" shall have the meaning set forth in Section 7(c)(i).

"Stock Unit" shall have the meaning set forth in Section 7(c)(v).

"Subsidiary" shall mean any entity that is directly or indirectly
controlled by the Company or any entity, including an acquired entity, in
which the Company has a significant equity interest, as determined by the
Committee, in its discretion.

"1934 Act" shall mean the Securities Exchange Act of 1934, as amended,
including the rules and regulations promulgated thereunder and any
successor thereto.

4. THE COMMITTEE

(a) Committee Authority. The Committee shall have full and exclusive power
to administer and interpret the Plan, to grant Awards and to adopt such
administrative rules, regulations, procedures and guidelines governing the Plan
and the Awards as it may deem necessary in its discretion, from time to time.
The Committee's authority shall include, but not be limited to, the authority
to: (i) determine the type of Awards to be granted under the Plan; (ii) select
Award recipients and determine the extent of their participation; (iii)
determine the method or formula for establishing the Fair Market Value of the
Common Stock for various purposes under the Plan; (iv) determine whether and
under what circumstances such Fair Market Value may be discounted; and (v)
establish all other terms, conditions, restrictions and limitations applicable
to Awards and the shares of Common Stock issued pursuant to Awards, including,
but not limited to those relating to a Participant's retirement, death,
disability, leave of absence or termination of employment. The Committee may
accelerate or defer the vesting or payment of Awards, cancel or modify
outstanding Awards, waive any conditions or restrictions imposed with respect to
Awards or the Common Stock issued pursuant to Awards and make any and all other
interpretations and determinations which it deems necessary with respect to the
administration of the Plan, subject to the limitations contained in Section 4(d)
with respect to all Participants and subject to the provisions of Section 162(m)
of the Code with respect to Covered Employees. The Committee's right to make any
decision, interpretation or determination under the Plan shall be in its sole
and absolute discretion.

(b) Administration of the Plan. The administration of the Plan shall be
managed by the Committee. The Committee shall have the power to prescribe and
modify, as necessary, the form of Award Agreement, to correct any defect, supply
any omission or clarify any inconsistency in the Plan and/or in any Award
Agreement and to take such actions and make such administrative determinations
that the Committee deems appropriate in its discretion. Any decision of the
Committee in the administration of the Plan, as described herein, shall be
final, binding and conclusive on all parties concerned, including the Company,
its stockholders and Subsidiaries and all Participants.

(c) Delegation of Authority. The Committee may at any time delegate to one
or more officers or directors of the Company some or all of its authority over
the administration of the Plan, with respect to persons who are not Section
16(a) Officers or Covered Employees.

(d) Prohibition Against Repricing. In no event shall the Committee have
the right to amend an outstanding Award, or cancel an outstanding Award and
issue a new Award, for the sole purpose of reducing the exercise price
thereunder.

(e) Indemnification. No member of the Committee shall be personally liable
for any action or determination made with respect to the Plan, except for his or
her own willful misconduct or as expressly provided by statute. The members of
the Committee shall be entitled to indemnification and reimbursement. In the
performance of its functions under the Plan, the Committee shall be entitled to
rely upon information and advice furnished by the Company's officers,
accountants, counsel and any other party the Committee deems necessary, and no
member of the Committee shall be liable for any action taken or not taken in
reliance upon any such advice.

5. PARTICIPATION

(a) Eligible Employees. The Committee shall determine which Employees
shall be eligible to receive Awards under the Plan.

(b) Participation by Subsidiaries. Employees of Subsidiaries may
participate in the Plan upon approval of the Awards by the Committee. A
Subsidiary's participation in the Plan may be terminated at any time by the
Committee. If a Subsidiary's participation in the Plan shall terminate, such
termination shall not relieve it of any obligations theretofore incurred by it
under the Plan, except with the approval of the Committee.

(c) Participation outside of the United States. The Committee or its
designee shall have the authority to amend the Plan and/or the terms and
conditions relating to an Award to the extent necessary to permit participation
in the Plan by Employees who are located outside of the United States on terms
and conditions comparable to those afforded to Employees located within the
United States, provided that any such action taken with respect to a Covered
Employee shall be taken in compliance with Section 162(m) of the Code.

(d) Cancellation and Modification of Awards. In the event of a change in a
Participant's duties and responsibilities, or a transfer of the Participant to a
different position, the Committee may cancel or modify any Award granted to such
Participant or adjust the number of shares of Common Stock subject thereto
commensurate with the transfer or change in responsibility, as determined by the
Committee, in its discretion, provided that no such action shall violate the
provisions of Section 4(d), and further provided that any such action taken with
respect to a Covered Employee shall be taken in compliance with Section 162(m)
of the Code.

6. AVAILABLE SHARES OF COMMON STOCK

(a) Shares Subject to the Plan. Shares of Common Stock issued pursuant to
Awards granted under the Plan will be shares that have been authorized but
unissued, which would include shares that have been previously issued and
reacquired by the Company. Reacquired shares may consist of shares purchased in
open market transactions. Subject to the following provisions of this Section 6,
the aggregate number of shares of Common Stock that may be issued to
Participants pursuant to Awards granted under the Plan shall not exceed One
Hundred Twenty Million (120,000,000) shares of Common Stock, which amount
includes Stock Options, Deferred Stock and Restricted Stock issued to Employees
in substitution of stock options and restricted stock held by such Employees
with respect to shares of common stock of Citigroup Inc.

(b) Forfeited Awards. Awards or portions of Awards made under the Plan
which are forfeited, expire or are canceled, or are settled without issuance of
shares of Common Stock shall not

count towards the maximum number of shares of Common Stock that may be issued
under the Plan as set forth in Section 6(a).

(c) Shares Used to Pay Exercise Price and Taxes. If a Participant pays the
exercise price of an Option by surrendering previously owned shares of Common
Stock, as may be permitted by the Committee and/or arranges to have the
appropriate number of shares of Common Stock otherwise issuable upon exercise
withheld to cover the withholding tax liability associated with the Option
exercise, the surrendered shares of Common Stock and shares of Common Stock used
to pay taxes shall not count towards the maximum number of shares of Common
Stock that may be issued under the Plan as set forth in Section 6(a). If a
Participant, as permitted by the Committee, arranges to have an appropriate
number of shares of a Stock Award withheld by the Company to cover the
withholding tax associated with such Stock Award, the shares of Common Stock
used to pay taxes shall not count towards the maximum number of shares of Common
Stock that may be issued under the Plan as set forth in Section 6(a), and shall
not count towards the limitation set forth in Section 6(e)(iii).

(d) Other Items Not Included in Allocation. The maximum number of shares
of Common Stock that may be issued under the Plan as set forth in Section 6(a)
shall not be affected by (i) the payment in cash of dividends or dividend
equivalents in connection with outstanding Awards; (ii) the granting or payment
of stock-denominated Awards which by their terms may be settled only in cash; or
(iii) Awards that are granted through the assumption of, or in substitution for,
outstanding awards previously granted to individuals who have become Employees
as a result of a merger, consolidation, or acquisition or other corporate
transaction involving the Company or a Subsidiary.

(e) Other Limitations on Shares Which May be Granted under the Plan.

(i) The aggregate number of shares of Common Stock that may be
granted to any single individual during the term of the Plan in the form of
Options (including Reload Options and ISOs) and/or SARs shall not exceed twenty
million ( 20,000,000).

(ii) The aggregate number of shares of Common Stock that may be
granted in the form of ISOs shall not exceed fifty million (50,000,000).

(iii) The aggregate number of shares of Common Stock that may be
granted in the form of Stock Awards shall not exceed fifteen percent (15%) of
the maximum number of shares that may be issued under the Plan as set forth in
Section 6(a).

(f) Adjustments. In the event of any stock dividend, stock split,
combination or exchange of equity securities, merger, consolidation,
recapitalization, reorganization, divestiture or other distribution (other than
ordinary cash dividends) of assets to stockholders, or any other similar event
affecting the Common Stock, the Committee may make such adjustments as it may
deem appropriate, in its discretion, to: (i) the maximum number of shares of
Common Stock that may be

issued under the Plan as set forth in Section 6(a); (ii) to the extent permitted
under Section 162(m) of the Code, the maximum number of shares of Common Stock
that may be granted pursuant to Section 6(e)(i); (iii) to the extent permitted
under Section 422 of the Code, the maximum number of shares of Common Stock that
may be granted pursuant to Section 6(e)(ii); (iv) the number or kind of shares
subject to an Award; (v) subject to the limitation contained in Section 4(d),
the Exercise Price applicable to an Award; (vi) any measure of performance that
relates to an Award in order to reflect such change in the Common Stock and/or
(vii) any other affected terms of any Award.

7. AWARDS UNDER THE PLAN

Awards under the Plan may be granted as Options, SARs or Stock Awards, as
described below. Awards may be granted singly, in combination or in tandem as
determined by the Committee, in its discretion.

(a) Options. Options granted under the Plan may be non-qualified stock
options, ISOs or any other type of stock option permitted under the Code, as
evidenced by the related Award Agreements.

(i) ISOs. The terms and conditions of any ISOs granted hereunder
shall be subject to the provisions of Section 422 of the Code and the terms,
conditions, limitations and administrative procedures established by the
Committee, from time to time. At the discretion of the Committee, ISOs may be
granted to any Employee of the Company and its subsidiaries, as such term is
defined in Section 424(f) of the Code. No ISO may be granted to any Participant
who at the time of such grant, owns more than ten percent of the total combined
voting power of all classes of stock of the Company or of any Subsidiary, unless
(i) the Option Price for such ISO is at least 110% of the Fair Market Value of a
share of Common Stock on the date the ISO is granted and (ii) the date on which
such ISO terminates is a date not later than the day preceding the fifth
anniversary of the date on which the ISO is granted. Any Participant who
disposes of shares acquired upon the exercise of an ISO either (i) within two
years after the date of grant of such ISO or (ii) within one year after the
transfer of such shares to the Participant, shall notify the Company of such
disposition and of the amount realized upon such disposition. All Options
granted under the Plan are intended to be nonqualified stock options, unless the
applicable Award Agreement expressly states that the Option is intended to be an
ISO. If an Option is intended to be an ISO, and if for any reason such Option
(or portion thereof) shall not qualify as an ISO, then, to the extent of such
nonqualification, such Option (or portion thereof) shall be regarded as a
nonqualified stock option granted under the Plan; provided that such Option (or
portion thereof) otherwise complies with the Plan's requirements relating to
nonqualified stock options.

(ii) Reload Options. If a Participant tenders shares of Common Stock
to pay the exercise price of an Option, and/or arranges to have a portion of the
shares otherwise issuable upon exercise withheld or sold to pay the applicable
withholding taxes, the Participant may receive, at the discretion of the
Committee, a new "Reload Option" equal to the sum of the number of shares
tendered to pay the exercise price and the number of shares used to pay the
withholding taxes. Reload Options may be any type of option permitted under the
Code and will be granted subject to such terms, conditions, restrictions and
limitations as may be determined by the Committee, from time to time. Reload
Options may also be granted in connection with the exercise of options granted
under any other plan of the Company which may be designated by the Committee,
from time to time.

(iii) Exercise Price. The Committee shall determine the exercise
price per share for each Option, which shall not be less than 100% of the Fair
Market Value at the time of grant; provided however, such limitation shall not
apply to Options that are issued to Employees in conjunction with the
distribution of shares of Common Stock to stockholders of Citigroup and in
substitution of stock options held by such Employees with respect to shares of
common stock of Citigroup, Inc.

(iv) Exercise of Options. Upon satisfaction of the applicable
conditions relating to vesting and exercisability, as determined by the
Committee, and upon payment in full of the Exercise Price and applicable taxes
due, the Participant shall be entitled to exercise the Option and receive the
number of shares of Common Stock issuable in connection with the Option
exercise. The shares issued in connection with the Option exercise may be
subject to such conditions and restrictions as the Committee may determine, from
time to time. The exercise price of an Option and applicable withholding taxes
relating to an Option exercise may be paid by methods permitted by the Committee
from time to time including: (1) a cash payment in US dollars; (2) tendering
(either actually or by attestation) shares of Common Stock owned by the
Participant for at least six (6) months (or such other period as established
from time to time by the Committee), valued at the Fair Market Value at the time
of exercise; (3) arranging to have the appropriate number of shares of Common
Stock issuable upon the exercise of an Option withheld or sold; or (4) any
combination of the above.

(v) Option Term. The term of an Option granted under the Plan shall
not exceed ten (10) years.

(b) Stock Appreciation Rights. A stock appreciation right ("SAR")
represents the right to receive a payment in cash, whole shares of Common Stock,
or a combination thereof, in an amount equal to the excess of the Fair Market
Value of a specified number of shares of Common Stock at the time the SAR is
exercised over an amount which shall be no less than the Fair Market Value of
the same number of shares at the time the SAR was granted, except that if a SAR
is granted retroactively in substitution for an Option, the Fair Market Value
established by the Committee may be the Fair Market Value at the time such
Option was granted. Any such substitution of a SAR for an Option granted to a
Covered Employee may only be made in compliance with the provisions of Section
162(m) of the Code. The term of a SAR shall not exceed ten (10) years.

(i) Form of Awards. The Committee may grant Awards ("Stock Awards")
which are payable in shares of Common Stock or denominated in units equivalent
in value to shares of Common Stock or are otherwise based on or related to
shares of Common Stock, including, but not limited to Awards of Restricted
Stock, Deferred Stock and Stock Units, subject to such terms, conditions,
restrictions and limitations as the Committee may determine to be applicable to
such Awards, in its discretion, from time to time. In order to reflect the
impact of the conditions, restrictions or limitations applicable to a Stock
Award, as well as the possibility of forfeiture or cancellation, the Fair Market
Value may be discounted at a rate determined by the Committee, from time to
time, for purposes of determining the number of shares of Common Stock allocable
to a Stock Award.

(ii) Stock Payment. Shares of Common Stock may be used as payment
for compensation which otherwise would have been delivered in cash (including,
without limitation, any compensation that is intended to qualify as
performance-based compensation for purposes of Section

162(m) of the Code), and unless otherwise determined by the Committee, no
minimum vesting period will apply to such shares. Any shares of Common Stock
used for such payment will be valued at the Fair Market Value of such shares at
the time of payment and shall be subject to such terms, conditions, restrictions
and limitations as shall be determined by the Committee at the time of payment.

(iii) Restricted Stock. Awards of Restricted Stock shall be subject
to the conditions, limitations, restrictions, vesting and forfeiture provisions
determined by the Committee, in its discretion, from time to time. The number of
shares of Restricted Stock allocable to an Award under the Plan shall be
determined by the Committee, pursuant to a formula approved by the Committee
from time to time. In order to reflect the impact of the restrictions on the
value of the Restricted Stock, as well as the possibility of forfeiture of the
Restricted Stock, the Fair Market Value may be discounted at a rate to be
determined by the Committee, for purposes of determining the number of shares
allocable to an Award of Restricted Stock. Unless the Committee determines
otherwise, Awards of Restricted Stock will carry a minimum vesting period of one
(1) year.

(iv) Deferred Stock. Awards of Deferred Stock shall be subject to
the conditions, limitations, and cancellation provisions determined by the
Committee, in its discretion, from time to time. A Participant who receives an
Award of Deferred Stock shall be entitled to receive the number of shares of
Common Stock allocable to his or her Award, as determined by the Committee,
pursuant to a formula approved by the Committee from time to time, at the end of
a specified deferral period determined by the Committee. In order to reflect the
impact of the deferral conditions on the value of an Award of Deferred Stock, as
well as the possibility of cancellation of the Deferred Stock Award, the Fair
Market Value may be discounted at a rate to be determined by the Committee, for
purposes of determining the number of shares allocable to an Award of Deferred
Stock. Awards of Deferred Stock represent only an unfunded, unsecured promise to
deliver shares in the future and do not give Participants any greater rights
than those of an unsecured general creditor of the Company.

(v) Stock Units. A Stock Unit is an Award denominated in shares of
Common Stock, pursuant to a formula determined by the Committee, which may be
settled either in shares of Common Stock or in cash, in the discretion of the
Committee, subject to such other terms, conditions, restrictions and limitations
determined by the Committee from time to time.

8. FORFEITURE PROVISIONS FOLLOWING A TERMINATION OF EMPLOYMENT

In any instance where the rights of a Participant with respect to an Award
extend past the date of termination of a Participant's employment, all of such
rights shall terminate and be forfeited, if, in the determination of the
Committee, the Participant, at any time subsequent to his or her termination of
employment engages, directly or indirectly, either personally or as an employee,
agent, partner, stockholder, officer or director of, or consultant to, any
entity or person engaged in any business in which the Company or its affiliates
is engaged, in conduct that breaches his or her duty of loyalty to the Company
or a Subsidiary or that is in material competition with the Company or a
Subsidiary or is materially injurious to the Company or a Subsidiary, monetarily
or otherwise, which conduct shall include, but not be limited to: (i) disclosing
or misusing any confidential information pertaining to the Company or a
Subsidiary; (ii) any attempt, directly or indirectly to induce any Employee,
agent, insurance agent, insurance broker or broker-dealer of the Company or any
Subsidiary to be employed or perform services elsewhere; (iii) any attempt by a
Participant directly or indirectly to solicit the trade of any customer or
supplier or prospective customer or supplier of the Company or any Subsidiary,
or (iv) disparaging the Company, any Subsidiary or any

of their respective officers or directors. The determination of whether any
conduct, action or failure to act falls within the scope of activities
contemplated by this Section shall be made by the Committee, in its discretion.
For purposes of this paragraph, a Participant shall not be in violation of this
Section 8 solely as a result of the Participant's record and beneficial
ownership of not more than one percent (1%) of the outstanding capital stock of
any company subject to the periodic and other reporting requirements of the
Securities Exchange Act of 1934, as amended.

9. DIVIDENDS AND DIVIDEND EQUIVALENTS

The Committee may provide that Stock Awards shall earn dividends or
dividend equivalents. Such dividends or dividend equivalents may be paid
currently or may be credited to an account maintained on the books of the
Company. Any payment or crediting of dividends or dividend equivalents will be
subject to such terms, conditions, restrictions and limitations as the Committee
may establish, from time to time, including reinvestment in additional shares of
Common Stock or common share equivalents. Unless the Committee determines
otherwise, Section 16(a) Officers may not participate in dividend reinvestment
programs established under the Plan. The Committee shall determine the
Participants' rights under the Plan with respect to extraordinary dividends or
distributions on the shares of Common Stock.

10. VOTING

The Committee shall determine whether a Participant shall have the right
to direct the vote of shares of Common Stock allocated to a Stock Award. If the
Committee determines that an Award shall carry voting rights, the shares
allocated to such Award shall be voted by the Company's Senior Human Resources
Officer, or such other person as the Committee may designate in accordance with
instructions received from the Participant (unless to do so would constitute a
violation of fiduciary duties). Shares as to which no instructions are received
shall be voted by the Committee or its designee proportionately in accordance
with instructions received from Participants in the Plan (unless to do so would
constitute a violation of fiduciary duties).

11. PAYMENTS AND DEFERRALS

Payment of Awards may be in the form of cash, shares of Common Stock,
other Awards, or combinations thereof as the Committee shall determine, subject
to such terms, conditions, restrictions and limitations as it may impose. The
Committee may postpone the exercise of Options or SARs, and may require or
permit Participants to elect to defer the receipt or issuance of shares of
Common Stock pursuant to Awards or the settlement of Awards in cash under such
rules and procedures as it may establish, in its discretion, from time to time.
It also may provide for deferred settlements of Awards including the payment or
crediting of earnings on deferred amounts, or the payment or crediting of
dividend equivalents where the deferred amounts are denominated in common share
equivalents. In addition, the Committee may stipulate in an Award Agreement,
either at the time of grant or by subsequent amendment, that a payment or
portion of a payment of an Award be delayed in the event that Section 162(m) of
the Code (or any successor or similar provision of the Code) would disallow a
tax deduction by the Company for all or a portion of such payment. The period of
any such delay in payment shall be until the payment, or portion thereof, is tax
deductible, or such earlier date as the Committee shall determine in its
discretion.

12. TRANSFERABILITY

Unless otherwise determined by the Committee, Awards granted under the
Plan, and during any period of restriction on transferability, shares of Common
Stock issued in connection with the exercise of an Option, may not be sold,
pledged, hypothecated, assigned, margined or otherwise transferred, other than
by will or the laws of descent and distribution. The Committee may permit (on
such terms, conditions and limitations as it shall establish) non-qualified
Options (including non-qualified Reload Options) and/or shares issued in
connection with an Option exercise which are subject to restrictions on
transferability, to be transferred one time to a member of a Participant's
immediate family or to a trust or similar vehicle for the benefit of a
Participant's immediate family members. Except to the extent required by law, no
Award or interest of any Participant in the Plan shall be subject to any lien,
levy, attachment, pledge, obligation, liability or bankruptcy of a Participant.
During the lifetime of a Participant, all rights with respect to Awards shall be
exercisable only by such Participant or, if applicable, a permitted transferee.
An Award exercisable after the death of a Participant may be exercised by the
legatees, personal representatives or distributes of the Participant.

13. CHANGE OF CONTROL

(a) The Committee may, in its discretion, at the time an Award is made
hereunder or at any time prior to, coincident with or after the time of a Change
of Control:

(i) provide for the acceleration of any time periods relating to the
exercise or realization of such Awards so that such Awards may be
exercised or realized in full on or before a date fixed by the Committee;

(ii) provide for the purchase of such Awards, upon the Participant's
request, for an amount of cash equal to the amount which could have been
obtained upon the exercise or realization of such rights had such Awards
been currently exercisable or payable;

(iii) make such adjustment to the Awards then outstanding as the
Committee deems appropriate to reflect such transaction or change; and/or

(iv) cause the Awards then outstanding to be assumed, or new rights
substituted therefore, by the surviving corporation in such Change of
Control.

The Committee may, in its discretion, include such further provisions and
limitations in any Award Agreement as it may deem equitable and in the best
interests of the Company.

(b) A "Change of Control" shall be deemed to occur if and when:

(i) any person, including a "person" as such term is used in Section
14(d)(2) of the 1934 Act (a "Person"), is or becomes a beneficial owner
(as such term is defined in Rule 13d-3 under the Act), directly or
indirectly, of securities of the Company representing 25% or more of the
combined voting power of the Company's then outstanding securities;
provided however, that for purposes of this subparagraph (i), "person"
shall not include (A) for periods on or before August 20, 2002, Citigroup,
Inc. with respect to securities of the Company that are owned, directly or
indirectly, by Citigroup, Inc. as of the date the Plan is first adopted,
(B) an employee benefit plan (or trust forming a part thereof) maintained
by the Company, or (C) any company owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as their
ownership of shares of the Company;

(ii) any plan or proposal for the liquidation of the Company is
adopted by the stockholders of the Company;

(iii) individuals who, as of the date hereof, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company's stockholders, was approved by a vote of at least
a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the 1934 Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board;

(iv) all or substantially all of the assets of the Company are sold,
liquidated or distributed; or

(v) there occurs a reorganization, merger, consolidation or other
corporate transaction involving the Company (a "Transaction"), in each
case, with respect to which the stockholders of the Company immediately
prior to such Transaction do not, immediately after the Transaction, own
more than 50 percent of the combined voting power of the Company or other
corporation resulting from such Transaction.

Any good faith determination by the Committee as to whether a Change of
Control within the meaning of this Section has occurred shall be conclusive and
binding on the Participants.

14. AWARD AGREEMENTS

Each Award under the Plan shall be evidenced by a document in writing
setting forth the terms, conditions, restrictions and limitations applicable to
the Award, including, but not limited to the provisions governing vesting,
exercisability, payment, amendment, cancellation, forfeiture, and termination of
employment and the Company's authority to amend or terminate the Plan and to
amend, cancel, or rescind an Award, at any time. The Committee need not require
the execution of such document by the Participant, in which case acceptance of
the Award by the Participant shall constitute agreement by the Participant to
the terms, conditions, restrictions and limitations set forth in the Plan and
the Award Agreement as well as the administrative guidelines and practices of
the Company in effect from time to time.

15. TAX WITHHOLDING

The Company and its Subsidiaries shall have the right to require payment
of, or may deduct from any payment made under the Plan, or may permit shares of
Common Stock to be tendered or sold, including shares of Common Stock delivered
or vested in connection with an Award, in an amount sufficient to cover
withholding of any federal, state, local, foreign or other governmental taxes or
charges required by law or such greater amount of withholding as the Committee
shall determine from time to time and to take such other action as may be
necessary to satisfy any such

withholding obligations. The value of any shares of Common Stock allowed to be
withheld or tendered for tax withholding may not exceed the amount allowed
consistent with fixed plan accounting in accordance with generally accepted
accounting principles. It shall be a condition to the obligation of the Company
to issue shares of Common Stock upon the exercise of an Option or a SAR that the
Participant pay to the Company, on demand, such amount as may be requested by
the Company for the purpose of satisfying any tax withholding liability. If the
amount is not paid, the Company may refuse to issue such shares.

16. OTHER BENEFIT AND COMPENSATION PROGRAMS

Unless otherwise determined by the Committee, Awards received by
Participants under the Plan shall not be deemed a part of a Participant's
regular, recurring compensation for purposes of calculating payments or benefits
under any Company benefit plan or severance program. No Employee shall have any
claim or right to be granted an Award under the Plan. There shall be no
obligation of uniformity of treatment of Employees under the Plan and the terms
and conditions of Awards and the Committee's determinations and interpretations
with respect thereto need not be the same with respect to each Participant
(whether or not such Participants are similarly situated). Further, the Company
and its Subsidiaries may adopt other compensation programs, plans or
arrangements as it deems appropriate or necessary. The adoption of the Plan
shall not confer upon any Employee any right to continued employment in any
particular position or at any particular rate of compensation, nor shall it
interfere in any way with the right of the Company or a Subsidiary to terminate
the employment of its Employees at any time or change the terms and conditions
of such employment, free from any claim or liability under the Plan.

17. UNFUNDED PLAN

Unless otherwise determined by the Committee, the Plan shall be unfunded
and shall not create (or be construed to create) a trust or a separate fund or
funds. The Plan shall not establish any fiduciary relationship between the
Company and any Participant or other person. To the extent any Participant holds
any rights by virtue of an Award granted under the Plan, such rights shall
constitute general unsecured liabilities of the Company and shall not confer
upon any Participant any right, title, or interest in any assets of the Company.

18. EXPENSES OF THE PLAN

The expenses of the administration of the Plan shall be borne by the
Company and its Subsidiaries. The Company may require Subsidiaries to pay for
the shares of Common Stock issued under the Plan.

19. RIGHTS AS A STOCKHOLDER

Unless the Committee determines otherwise, a Participant shall not have
any rights as a stockholder with respect to shares of Common Stock covered by an
Award until the date the Participant becomes the holder of record with respect
to such shares. No adjustment will be made for dividends or other rights for
which the record date is prior to such date, except as provided in Section 9.

20. FUTURE RIGHTS

No person shall have any claim or right to be granted an Award, and the
grant of an Award shall not be construed as giving a Participant the right to be
retained in the employ of the Company or a Subsidiary or to participate in any
other compensation or benefit plan, program or arrangement of the Company or a
Subsidiary.

21. AMENDMENT AND TERMINATION

The Plan may be amended, suspended or terminated at any time by the
Committee, provided that no amendment shall be made without stockholder
approval, if stockholder approval is required under then applicable law,
including tax and/or accounting rules. No termination, suspension or amendment
of the Plan shall adversely affect the right of any Participant with respect to
any Award theretofore granted, as determined by the Committee, without such
Participant's written consent. Notwithstanding the foregoing, the Committee may
amend the Plan in such manner as it deems necessary in order to permit Awards to
meet the requirements of the Code or other applicable laws. Unless terminated
earlier by the Board, the Plan will terminate on March 16, 2012.

22. SUCCESSORS AND ASSIGNS

The Plan and any applicable Award Agreement entered into under the Plan
shall be binding on all successors and assigns of a Participant, including,
without limitation, the estate of such Participant and the executor,
administrator or trustee of such estate, or any receiver or trustee in
bankruptcy or representative of the Participant's creditors.

23. GOVERNING LAW

The Plan and all agreements entered into under the Plan shall be construed
in accordance with and governed by the laws of the State of Connecticut, without
regard to the conflicts of laws provisions thereof.

ANNEX C

TRAVELERS PROPERTY CASUALTY CORP.
EXECUTIVE PERFORMANCE COMPENSATION PLAN

ARTICLE I

PURPOSE

Section 1.1 The purpose of the Travelers Property Casualty Corp. (the
"Company") Executive Performance Compensation Plan (the "Plan") is to establish
certain performance criteria for determining the amount of any bonus that may be
paid under the Plan, including that portion of the bonus paid in the form of
restricted stock under the Company's 2002 Stock Incentive Plan, for those
executive officers who, on the last day of the Company's taxable year, consist
of the chief executive officer and the four other most highly compensated
executive officers of the Company or its subsidiaries named in the Summary
Compensation Table in the Company proxy statement.

The Plan is intended to address certain limitations on the deductibility
of executive compensation under Section 162(m) of the Internal Revenue Code of
1986, as amended.

ARTICLE II

DEFINITIONS

Section 2.1 The following words and phrases shall have the meanings indicated
for the purpose of the Plan unless the context clearly indicates otherwise:

(a) Board shall mean the Board of Directors of the Company.
(b) Bonus Payment shall mean that amount of the Bonus Award that the
Committee approves for payment.
(c) Bonus Award shall mean the amount to be paid as bonus compensation to
a Covered Employee if a Performance Goal is met for the Bonus Period,
whether paid in cash or restricted stock, prior to the exercise by the
Committee of any negative discretion.
(d) Bonus Period shall mean the annual period corresponding to a calendar
year, or any other period designated by the Committee, for which the
calculation of a Bonus Award is to be made.
(e) Chief Executive Officer shall mean the Chief Executive Officer of the
Company or the individual acting in such capacity.
(f) Code shall mean the Internal Revenue Code of 1986, as amended and the
regulations promulgated thereunder.

(g) Committee shall mean the Personnel, Compensation and Directors
Committee of the Board of Directors of the Company or any other duly
established committee or subcommittee meeting the requirements of Section
162(m)(4)(C) of the Code; provided however, that prior to the initial
public offering of the Company's Class A Shares, as contemplated by the
Company's registration statement on Form S-1 filed with the Securities and
Exchange Commission, the term "Committee" shall mean the Personnel,
Compensation and Directors Committee of the Board of Directors of
Citigroup Inc..
(h) Company shall mean Travelers Property Casualty Corp. and its
successors. Where the context requires, the "Company" shall mean Travelers
Property Casualty Corp. and its consolidated subsidiaries.
(i) Covered Employee shall mean the Chief Executive Officer of the Company
and the four other most highly compensated executive officers of the
Company as determined on the last day of the taxable year and in
accordance with Section 162 (m) of the Code (collectively referred to as
"Covered Employees").
(j) Performance Goal shall mean the financial measurements of corporate
performance of the Company that must be met in order for a Covered
Employee to receive a payment under this Plan.

ARTICLE III

ADMINISTRATION OF THE PLAN

Section 3.1 The Plan shall be interpreted and construed in accordance with
Section 162(m) of Code. The Plan shall be administered by the Committee.
Otherwise the Committee shall have full and exclusive authority, power and
discretion to construe and interpret the Plan, and generally to determine any
and all questions arising under the Plan.

Section 3.2 The Committee shall be responsible for certifying in writing
that the applicable Performance Goals have been met before any Bonus Payments
are made under this Plan. If permitted under Section 162(m) of the Code, such
certification may be based upon reasonably estimated financial information
available prior to the end of the Bonus Period.

ARTICLE IV

CALCULATION OF BONUS AWARDS FOR COVERED EMPLOYEES

Section 4.1 Not later than 90 days after the commencement of the Bonus
Period (but in no case after 25% of the Bonus Period has elapsed), the Committee
shall specify and establish in writing, by resolution of the Committee or other
appropriate action, the Performance Goals and a Bonus Award for each Covered
Employee for the Bonus Period. The Committee shall establish the Performance
Goals based on one or more of the following business criteria: (i) combined loss
and expense ratio; (ii) earnings per share; (iii) net income; (iv) adjusted net
income; (v)

return on equity; (vi) cash return on equity; (vii) return on assets; (viii)
earnings before interest and taxes; (ix) operating income; (x) cash flow(s);
(xi) stock price; or (xii) strategic business objectives consisting of one or
more objectives based on meeting specified cost targets, business expansion
goals, or goals relating to acquisitions or divestitures.

Section 4.2 The Performance Goals established by the Committee pursuant to
Section 4.1 may be expressed on an absolute and/or relative basis, may be based
on or otherwise employ comparisons based on internal targets, the past
performance of the Company and/or the past or current performance of other
companies, and in the case of earnings-based measures, may use or employ
comparisons relating to capital, shareholders' equity and/or shares outstanding,
or to assets or net assets; provided that at the time of establishing the
Performance Goals the outcome shall be substantially uncertain.. In establishing
Performance Goals, the Committee, in its discretion, may include or exclude the
impact of items such as: unusual and infrequent events; realized investment
gains and losses; acquisitions; divestitures; reserve changes; catastrophes;
accounting changes, and restructuring expenses.

Section 4.3 As soon as practicable after the end of the Bonus Period, the
Committee shall certify in accordance with Section 162(m) that the Performance
Goals have been achieved and shall approve Bonus Payments for Covered Employees.
In no event may a Bonus Payment to a Covered Employee exceed the Bonus Award,
but the Committee may exercise negative discretion to cause the Bonus Payment to
be less than the Bonus Award, nor shall the Bonus Award payable to any Covered
Employee exceed $5,000,000. Except as provided in Section 4.4 with respect to
deferred awards, the Covered Employee must be employed by the Company or one of
its subsidiaries as of the payment date under Section 4.5 to be eligible for a
Bonus Payment, provided that, if the Covered Employee's employment is terminated
prior to the payment date by reason of death, retirement on or after the Covered
Employee's Normal Retirement Date under the Company's Pension Plan, disability
(as defined in such Pension Plan), or any other reason with the consent of the
Committee, the Committee, in its sole discretion, may provide for a Bonus
Payment to that Covered Employee or the Covered Employee's designated
beneficiary, if applicable.

Section 4.4 From time to time, Covered Employees may be offered the
opportunity to defer receipt of all or a portion of a Bonus Payment, if any.
Whether a deferral opportunity shall be offered for awards granted hereunder for
a Bonus Period shall be determined by the Committee in its sole discretion.
Deferred awards payable under this Plan shall not be funded but will constitute
general obligations of the Company. The Committee shall have the right to
terminate or limit the right of Covered Employees to continue the previously
elected deferral of a Bonus Payment for any Bonus Period if the Committee in its
sole discretion shall determine at any time that such continued deferral has
become inadvisable because of changes in the Federal tax laws or any other
circumstances which, in the judgment of the Committee, jeopardize the ability of
the Company to appropriately finance the deferral of such award.

Section 4.5 Each Covered Employee shall be eligible to receive the Bonus
Payment as soon as practicable after the amount of such Covered Employee's Bonus
Payment for a Bonus Period has been determined as provided in Section 4.3.
Awards may be paid in cash, stock, restricted stock, options, other stock-based
or stock-denominated units or any other form of

consideration or any combination thereof determined by the Committee. Equity or
equity-based awards may be granted under the terms and conditions of the
applicable stock plans.

Section 4.6 No Covered Employee shall have any right to receive payment of
a Bonus Payment under the Plan if, subsequent to the commencement of the Bonus
Period and prior to payment of the Bonus Payment, in the determination of the
Committee, the Covered Employee engages--directly or indirectly, either
personally or as an employee, agent, partner, stockholder, officer or director
of, or consultant to, any entity or person engaged in any business in which the
Company or its affiliates is engaged--in conduct that breaches his or her duty
of loyalty to the Company or a Subsidiary or that is in material competition
with the Company or a Subsidiary or is materially injurious to the Company or a
Subsidiary, monetarily or otherwise, which conduct shall include, but not be
limited to (i) disclosing or misusing any confidential information pertaining to
the Company or a Subsidiary; (ii) any attempt, directly or indirectly to induce
any employee, agent, insurance agent, insurance broker or broker-dealer of the
Company or any Subsidiary to be employed or perform services elsewhere; (iii)
any attempt by a Covered Employee directly or indirectly to solicit the trade of
any customer or supplier or prospective customer or supplier of the Company or
any Subsidiary, or (iv) disparaging the Company, any Subsidiary or any of their
respective officers or directors. The determination of whether any conduct,
action or failure to act falls within the scope of activities contemplated by
this Section 4.6 shall be made by the Committee, in its discretion. For the
purpose of this section, a Covered Employee shall not be deemed a stockholder of
a competing entity if the Covered Employee's record and beneficial ownership
amount to not more than one percent of the outstanding capital stock of any
company subject to the periodic and other reporting requirements of the
Securities Exchange Act of 1934, as amended.

ARTICLE V

EFFECTIVE DATE AND AMENDMENT

Section 5.1 This Plan shall become effective as of January 1, 2002.

Section 5.2 The Plan may be amended at any time by the Committee. In the
event that subsequent guidance under Section 162(m) is substantially different,
with the effect that the Plan fails to ensure the deductibility of the
compensation payable hereunder, the Committee shall retain the right to modify
the Plan to the extent necessary to conform any provisions hereof to bring them
into compliance, including but not limited to deletion of any non-conforming
provisions, or to discontinue the Plan altogether. No amendment shall be made
without approval of the stockholders of the Company if such approval is required
in order for the Plan to continue to meet the requirements of Section 162(m) of
the Code.

ARTICLE VI

MISCELLANEOUS

Section 6.1 The validity, construction, interpretation, administration and
effect of the Plan and its rules and regulations, and rights relating to the
Plan, shall be determined solely in accordance with the laws of the State of
Connecticut, without regard to the conflicts of laws provisions thereof.

Section 6.2 If any term or provision of this Plan or the application
thereof to any person or circumstances shall, to any extent, be invalid or
unenforceable, then the remainder of the Plan, or the application of such term
or provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each term and
provision hereof shall be valid and be enforced to the fullest extent permitted
by applicable law.

Section 6.3 This Plan is not a contract between the Company and any
employee of the Company. No employee of the Company or other person shall have
any claim or right to be granted any payment or award under this Plan until such
payment or award is actually granted. Neither the establishment of this Plan,
nor any action taken hereunder, shall be construed as giving any employee any
right to be retained in the employ of the Company. Nothing contained in this
Plan shall limit the ability of the Company to make payments or awards to an
employee under any other plan, agreement or arrangement.

Section 6.4 A Covered Employee's right and interest under the Plan may not
be assigned or transferred and any attempted assignment or transfer shall be
null and void and shall extinguish, in the Company's sole discretion, the
Company's obligation under the Plan to pay any amount with respect to the
Covered Employee.

Section 6.5 The Plan shall be unfunded. The Company shall not be required
to establish any special segregation of assets to assure payment of amounts
under the Plan.

Section 6.6 The Company shall have the right to deduct from Bonus Payments
paid any taxes or other amounts required by law to be withheld.

Section 6.7 If any provision of this Plan would cause Bonus Payments not
to constitute "qualified performance-based compensation" under Section 162(m) of
the Code, that provision shall be severed from, and shall be deemed not to be a
part of, the Plan, but the other provisions hereof shall remain in full force
and effect. Any specific action by the Committee that would be violative of
Section 162(m) of the Code and the regulations thereunder shall be void.

Section 6.8 No member of the Board of the Company or the Board of
Directors of any affiliate of the Company, and no officer, employee or agent of
the Company or an affiliate of the Company shall be liable for any act or action
hereunder, whether of commission or omission, taken by any other member, or by
any officer, agent, or employee, or, except in circumstances involving bad
faith, for anything done or omitted to be done in the administration of the
Plan.

Section 6.9 Subject to any restrictions imposed under Section 162(m) of
the Code, the Committee may at any time amend any provision of the Plan,
provided that no such amendment that would require the consent of the
stockholders of the Company pursuant to the Code or any other applicable law,
rule or regulation, shall be effective without such consent. No such

amendment that adversely affects a Covered Employee's rights to, or interest in,
a Bonus Payment made prior to the date of the amendment shall be effective
unless the Covered Employee shall have agreed thereto in writing.

Section 6.10 The Committee may terminate this Plan at any time, and in the
case of such termination, the following provisions of this Section 6.10 shall
apply notwithstanding any other provisions of the Plan to the contrary. Subject
to requirements of Section 162(m) of the Code, payment of deferred amounts plus
any earnings may be accelerated with respect to any affected Covered Employee in
the discretion of the Committee and paid as soon as practicable, but in no event
shall the termination of the Plan adversely affect the rights of any Covered
Employee to deferred amounts plus any earnings thereon previously awarded such
Covered Employee.

ANNEX D

PROPOSED AMENDMENTS TO THE

RESTATED CERTIFICATE OF INCORPORATION

TRAVELERS PROPERTY CASUALTY CORP.

1. Article FOURTH, subsection A. shall be amended by deleting the words
"shall be" and inserting the word "were" as set forth below:

FOURTH: A. Authorized Shares. The total number of shares of stock
which the Corporation shall have the authority to issue is 3,050,000,000 shares
consisting of 1,500,000,000 shares of Class A common stock with a par value of
$.01 per share (the "Class A Common Stock"), 1,500,000,000 shares of Class B
common stock with a par value of $.01 per share (the "Class B Common Stock" and,
together with the Class A Common Stock, the "Common Stock"), and 50,000,000
shares of preferred stock with a par value of $.01 per share (the "Preferred
Stock"). The number of authorized shares of Class A Common Stock or Class B
Common Stock may be increased or decreased (but not below the number of shares
of Class A Common Stock or Class B Common Stock then outstanding) by such
affirmative vote of the votes entitled to be cast thereon as may be required at
that time by the CBCA. Effective on March 19, 2002 (the "Effective Date") the
shares of common stock, par value $100.00 per share, of the Corporation
outstanding as of the close of business on the day prior to the Effective Date
[shall be] were reclassified into 269,000,000 shares of Class A Common Stock and
500,000,000 shares of Class B Common Stock.

2. Articles SEVENTH, EIGHTH, NINTH AND TENTH shall be deleted in their
entirety. The full text of these articles is as follows:

SEVENTH: A. In anticipation that the Corporation and Citigroup may
engage in the same or similar activities or lines of business and have an
interest in the same areas of corporate opportunities, and in recognition of the
benefits to be derived by the Corporation through its continued contractual,
corporate and business relations with

Citigroup (including service of officers and directors of Citigroup as directors
of the Corporation), the provisions of this Article SEVENTH are set forth to
regulate and define the conduct of certain affairs of the Corporation as they
may involve Citigroup and its officers and directors, and the powers, rights,
duties and liabilities of the Corporation and its officers, directors and
shareholders in connection therewith.

B. Subject to any contractual provisions to the contrary, Citigroup
shall have the right to, and shall have no duty not to: (i) engage in the same
or similar business activities or lines of business as the Corporation, (ii) do
business with any client or customer of the Corporation and (iii) employ or
otherwise engage any officer or employee of the Corporation, and neither
Citigroup nor any officer or director thereof (except as provided in Section C
of this Article SEVENTH) shall be liable to the Corporation or its shareholders
for breach of any fiduciary duty by reason of any such activities of Citigroup
or of such person's participation therein. In the event that Citigroup acquires
knowledge of a potential transaction or matter which may be a corporate
opportunity for both Citigroup and the Corporation, Citigroup shall have no duty
to communicate or present such corporate opportunity to the Corporation and
shall not be liable to the Corporation or its shareholders for breach of any
fiduciary duty as a shareholder of the Corporation by reason of the fact that
Citigroup pursues or acquires such corporate opportunity for itself, directs
such corporate opportunity to another person or entity or does not present such
corporate opportunity to the Corporation.

C. In the event that a director or officer of the Corporation who is
also a director or officer of Citigroup acquires knowledge of a potential
transaction or matter which may be a corporate opportunity for both the
Corporation and Citigroup, such director or officer of the Corporation (i) shall
have fully satisfied and fulfilled such person's fiduciary duty to the
Corporation and its shareholders with respect to such corporate opportunity,
(ii) shall not be liable to the Corporation or its shareholders for breach of
any fiduciary duty by reason of the fact that Citigroup pursues or acquires such
corporate opportunity for itself or directs such corporate opportunity to
another person or does not present such corporate opportunity to the
Corporation, (iii) shall be deemed to have acted in good faith and in a manner
such person reasonably believes to be in and not opposed to the best interests
of the Corporation for the purposes of Article THIRTEENTH and the other
provisions of this Certificate of Incorporation and (iv) shall be deemed not to
have breached such person's duty of loyalty to the Corporation or its
shareholders or to have derived an improper personal economic gain therefrom for
the purposes of Article THIRTEENTH and the other provisions of this Certificate
of Incorporation, if such director or officer acts in good faith in a manner
consistent with the following policy:

(a) a corporate opportunity offered to any person who is an
officer of the Corporation and who is also a director but not an officer of
Citigroup shall belong to the Corporation, unless such opportunity is expressly
offered to such person solely in his or her capacity as a director of Citigroup
in which case such opportunity shall belong to Citigroup;

(b) a corporate opportunity offered to any person who is a
director but not an officer of the Corporation and who is also a director or
officer of Citigroup shall belong to the Corporation only if such opportunity is
expressly offered to such person solely in his or her capacity as a director of
the Corporation and otherwise shall belong to Citigroup; and

(c) a corporate opportunity offered to any person who is an
officer of both the Corporation and Citigroup shall belong to Citigroup unless
such opportunity is expressly offered to such person solely in his or her
capacity as an officer of the Corporation, in which case such opportunity shall
belong to the Corporation.

D. For the purposes of this Article SEVENTH, "corporate
opportunities" shall include, but not be limited to, business opportunities
which the Corporation is financially able to undertake, which are, from their
nature, in the line of the Corporation's business, are of practical advantage to
it and are ones in which the Corporation has an interest or a reasonable
expectancy, and in which, by embracing the opportunities, the self-interest of
Citigroup or its officers or directors will be brought into conflict with that
of the Corporation.

E. Any person or entity purchasing or otherwise acquiring any
interest in shares of capital stock of the Corporation shall be deemed to have
notice of and consented to the provisions of this Article SEVENTH.

F. If any contract, agreement, arrangement or transaction between
the Corporation and Citigroup involves a corporate opportunity and is approved
in accordance with the procedures set forth in Article EIGHTH of this
Certificate of Incorporation, Citigroup and its officers and directors shall
also for the purposes of this Article SEVENTH and the other provisions of this
Certificate of Incorporation (i) have fully satisfied and fulfilled their
fiduciary duties to the Corporation and its shareholders, (ii) be deemed to have
acted in good faith and in a manner such persons reasonably believe to be in and
not opposed to the best interests of the Corporation and (iii) be deemed not to
have breached their duties of loyalty to the Corporation and its shareholders
and not to have derived an improper personal economic gain therefrom. Any such
contract, agreement, arrangement or transaction involving a corporate
opportunity not so approved shall not by reason thereof result in any such
breach of any fiduciary duty or duty of loyalty or failure to act in good faith
or in the best interests of the Corporation or derivation of any improper
personal benefit, but shall be governed by the other provisions of this Article
SEVENTH, this Certificate of Incorporation, the Bylaws, the CBCA and other
applicable law.

G. Notwithstanding anything in this Certificate of Incorporation to
the contrary and in addition to any vote of the Board of Directors required by
this Certificate of Incorporation or the CBCA, until the occurrence of the
Operative Date (as defined below), the affirmative vote of at least eighty
percent (80%) of the votes entitled to be cast thereon

shall be required to alter, amend or repeal, or adopt any provision inconsistent
with, any provision of this Article SEVENTH.

H. For purposes of this Article SEVENTH, and, to the extent set
forth therein, Article FOURTH, Article EIGHTH, Article NINTH (subject to Section
E of Article NINTH) and Article TENTH (subject to Section B(iii) of Article
TENTH) hereof:

(i) "Citigroup" shall mean Citigroup Inc., a Delaware
corporation, all successors to Citigroup Inc. by way of merger, consolidation or
sale of all or substantially all of its assets, and all corporations,
partnerships, joint ventures, limited liability companies, trusts, associations
and other entities in which Citigroup Inc. owns (directly or indirectly) fifty
percent (50%) or more of the outstanding voting stock, voting power, partnership
interests or similar ownership interests, but shall not include the Corporation;

(ii) the "Corporation" shall mean the Corporation and all
corporations, partnerships, joint ventures, limited liability companies, trusts,
associations and other entities in which the Corporation owns (directly or
indirectly) fifty percent (50%) or more of the outstanding voting stock, voting
power, partnership interests or similar ownership interests; and

(iii) "Operative Date" shall mean the first date on which
Citigroup ceases to own beneficially (excluding for such purposes shares of
Common Stock beneficially owned by Citigroup but not for its own account,
including (in such exclusion) beneficial ownership which arises by virtue of
some entity that is an affiliate of Citigroup being a sponsor or advisor of a
mutual or similar fund that beneficially owns shares of Common Stock) shares
entitled to twenty percent (20%) or more of the votes entitled to be cast by the
then outstanding Common Stock.

I. Except for this Section I, this Article SEVENTH shall become
inoperative and of no effect following the Operative Date. Neither the
alteration, amendment, termination or repeal of this Article SEVENTH nor the
adoption of any provision inconsistent with this Article SEVENTH in respect of
any matter occurring, or any cause of action, suit or claim that, but for this
Article SEVENTH, would accrue or arise, prior to such alteration, amendment,
termination, repeal or adoption. Following the Operative Date, any contract,
agreement, arrangement or transaction involving a corporate opportunity not
approved or allocated as provided in this Article SEVENTH shall not by reason
thereof result in any breach of any fiduciary duty or duty of loyalty or failure
to act in good faith or in the best interests of the Corporation or derivation
of any improper personal economic gain, but shall be governed by the other
provisions of this Certificate of Incorporation, the Bylaws, the CBCA and other
applicable law.

EIGHTH: A. In anticipation that the Corporation and Citigroup may
enter into contracts or otherwise transact business with each other and that the
Corporation may derive benefits therefrom, the provisions of this Article EIGHTH
are set forth to regulate and define certain contractual relations and other
business relations of the Corporation as they may involve Citigroup, and the
powers, rights, duties and liabilities of the Corporation in connection
therewith. The provisions of this Article EIGHTH are in addition to, and not in
limitation of, the provisions of the CBCA and the other provisions of this
Certificate of Incorporation. Any contract or business relation which does not
comply with the procedures set forth in this Article EIGHTH shall not by reason
thereof be deemed void or voidable or result in any breach of any fiduciary duty
or duty of loyalty or failure to act in good faith or in the best interests of
the Corporation or derivation of any improper personal economic gain, but shall
be governed by the provisions of this Certificate of Incorporation, the Bylaws,
the CBCA and other applicable law.

B. No contract, agreement, arrangement or transaction between the
Corporation and Citigroup shall be void or voidable solely for the reason that
Citigroup is a party thereto, and Citigroup (i) shall have fully satisfied and
fulfilled its fiduciary duties to the Corporation and its shareholders with
respect thereto, (ii) shall not be liable to the Corporation or its shareholders
for any breach of fiduciary duty by reason of the entering into, performance or
consummation of any such contract, agreement, arrangement or transaction, (iii)
shall be deemed to have acted in good faith and in a manner it reasonably
believed to be in and not opposed to the best interests of the Corporation for
purposes of Article THIRTEENTH and the other provisions of this Certificate of
Incorporation and (iv) shall be deemed not to have breached its duties of
loyalty to the Corporation and its shareholders and not to have received an
improper personal economic gain therefrom for the purposes of Article THIRTEENTH
and the other provisions of this Certificate of Incorporation, if:

(a) the material facts as to the contract, agreement,
arrangement or transaction are disclosed or are known to the Board of Directors
or the committee thereof that authorizes the contract, agreement, arrangement or
transaction, and the Board of Directors or such committee in good faith
authorizes the contract, agreement, arrangement or transaction by the
affirmative vote of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or

(b) the material facts as to the contract, agreement,
arrangement or transaction are disclosed or are known to the holders of Common
Stock entitled to vote thereon, and the contract, agreement, arrangement or
transaction is specifically approved in good faith by vote of the holders of a
majority of the votes entitled to be cast thereon, except shares that are
beneficially owned or the voting of which is controlled by Citigroup.

C. Directors of the Corporation who are also directors or officers
of Citigroup may be counted in determining the presence of a quorum at a meeting
of the Board of Directors or of a committee which authorizes the contract,
agreement,

arrangement or transaction. Common Stock owned by Citigroup may be counted in
determining the presence of a quorum at a meeting of shareholders which
authorizes the contract, agreement, arrangement or transaction.

D. Any person or entity purchasing or otherwise acquiring any
interest in any shares of capital stock of the Corporation will be deemed to
have notice of and to have consented to the provisions of this Article EIGHTH.

E. For purposes of this Article EIGHTH, any contract, agreement,
arrangement or transaction with any corporation, partnership, joint venture,
limited liability company, trust, association or other entity in which the
Corporation owns (directly or indirectly) fifty percent (50%) or more of the
outstanding voting stock, voting power, partnership interests or similar
ownership interests, or with any officer or director thereof, shall be deemed to
be a contract, agreement, arrangement or transaction with the Corporation.

F. Notwithstanding anything in this Certificate of Incorporation to
the contrary and in addition to any vote of the Board of Directors required by
this Certificate of Incorporation or the CBCA, until the occurrence of the
Operative Date, the affirmative vote of at least eighty percent (80%) of the
votes entitled to be cast thereon shall be required to alter, amend or repeal,
or adopt any provision inconsistent with, any provision of this Article EIGHTH.
Neither the alteration, amendment or repeal of this Article EIGHTH nor the
adoption of any provision inconsistent with this Article EIGHTH shall eliminate
or reduce the effect of this Article EIGHTH in respect of any matter occurring,
or any cause of action, suit or claim that, but for this Article EIGHTH, would
accrue or arise, prior to such alteration, amendment, repeal or adoption.

G. For purposes of this Article EIGHTH, Citigroup and Operative Date
shall have the meanings set forth in Article SEVENTH.

NINITH: A. In anticipation that Citigroup will remain a shareholder
of the Corporation and may have continued contractual, corporate and business
relations with the Corporation, the provisions of this Article NINTH are set
forth to regulate and define the conduct of certain affairs of the Corporation
as they may impact Citigroup and its legal and regulatory status.

B. The Corporation shall not, without the written consent of
Citigroup Inc. engage, directly or indirectly, in any act or activity which
would result, either alone or after giving effect to the business, operations,
properties, activities and legal and regulatory status of Citigroup and the
Corporation, in: (i) Citigroup being required to file any notice, report or
other document or make any registration with, obtain any approval, consent or
authorization of or otherwise become subject to any statutes, rules,
regulations, ordinances,

orders, decrees or other legal restrictions of any federal, state, local or
foreign governmental, administrative or regulatory authority, agency or
instrumentality (collectively, "Applicable Law") or (ii) any director of the
Corporation who is also a director or officer of Citigroup being ineligible to
serve or prohibited from so serving as a director of the Corporation under or
pursuant to any Applicable Law. Citigroup shall not be liable to the Corporation
or its shareholders for breach of any fiduciary duty by reason of the fact that
Citigroup gives or withholds any consent for any reason in connection with this
Article NINTH. No vote cast or other action taken by any person who is an
officer, director or other representative of Citigroup which vote is cast or
action is taken by such person in his or her capacity as a director of the
Corporation shall constitute a consent of Citigroup for the purpose of this
Article NINTH.

C. Any person or entity purchasing or otherwise acquiring any
interest in shares of capital stock of the Corporation shall be deemed to have
notice of and to have consented to the provisions of this Article NINTH.

D. For purposes of this Article NINTH, Citigroup and Operative Date
shall have the meaning set forth in Article SEVENTH.

E. For purposes of Section B of this Article NINTH and Section B of
Article TENTH, "Citigroup Inc." shall mean Citigroup Inc. and its successors by
way of merger, consolidation or sale of all or substantially all of its assets
(and not any other corporation, partnership, joint venture, limited liability
company, trust, association or other entity).

F. Notwithstanding anything in this Certificate of Incorporation to
the contrary and in addition to any vote of the Board of Directors required by
this Certificate of Incorporation or the CBCA, until the occurrence of the
Operative Date, the affirmative vote of the holders of at least eighty percent
(80%) of the votes entitled to be cast thereon shall be required to alter, amend
or repeal, or adopt any provision inconsistent with, any provision of this
Article NINTH. Neither the alteration, amendment or repeal of this Article NINTH
nor the adoption of any provision inconsistent with this Article NINTH shall
eliminate or reduce the effect of this Article NINTH in respect of any matter
occurring, or any cause of action, suit or claim that, but for this Article
NINTH, would accrue or arise, prior to such alteration, amendment, repeal or
adoption.

G. This Article NINTH shall become inoperative and of no effect
following the Operative Date.

TENTH: A. Prior to the Operative Date, the Corporation shall not,
without the prior consent of the holders of not less than a majority of the
Class B Common Stock then outstanding, permit any of the following to occur: (i)
any consolidation or merger of

the Corporation with or into any Person or of any Person with or into the
Corporation (other than a merger or consolidation of the Corporation with or
into a Wholly Owned Subsidiary of the Corporation); (ii) any consolidation or
merger of any Subsidiary of the Corporation with or into any Person or of any
Person with or into any Subsidiary of the Corporation (other than a merger or
consolidation of a Subsidiary of the Corporation with or into a Wholly Owned
Subsidiary of the Corporation); (iii) the entry into or consummation by the
Corporation or a Subsidiary of the Corporation of any transaction, or series of
related transactions valued in the aggregate, involving consideration in excess
of $5 million with any affiliate of the Corporation (other than Citigroup),
other than (a) the Transactions, (b) transactions which are on terms
substantially the same as or more favorable to the Corporation than those that
would be available from an unaffiliated third party, and (c) transactions
between or among any of the Corporation and its Wholly Owned Subsidiaries; (iv)
any sale, lease, exchange or other disposition or any acquisition (by way of
merger or consolidation, acquisition of stock, other securities or assets, or
otherwise), in each case by the Corporation or any Subsidiary of the
Corporation, directly or indirectly in a single transaction, or series of
related transactions valued in the aggregate, involving consideration in excess
of $100 million (other than acquisitions, dispositions and transfers of
securities pursuant to portfolio investment decisions in the ordinary course of
business and transactions to which the Corporation and one or more Wholly Owned
Subsidiaries of the Corporation are the only parties); (v) any increase or
decrease in the authorized capital stock of the Corporation or the creation of
any class or series of capital stock of the Corporation; (vi) any issuance by
the Corporation or any Subsidiary of the Corporation of any shares of its
respective capital stock or any options, warrants or rights to acquire such
capital stock or securities convertible into or exchangeable for capital stock,
except (a) the issuance of shares of capital stock of a Wholly Owned Subsidiary
of the Corporation to the Corporation or another Wholly Owned Subsidiary of the
Corporation, (b) pursuant to the Transactions, and (c) pursuant to employee and
agent stock incentive awards in the ordinary course of business; (vii) the
dissolution, liquidation or winding up of the Corporation; (viii) the election,
removal or filling of a vacancy in the office of the Chief Executive Officer of
the Corporation; (ix) the declaration of dividends on any class or series of the
capital stock of the Corporation except for quarterly cash dividends on the
Common Stock in an amount not to exceed $0.06 per share; (x) the creation or
incurrence of any issue of Indebtedness or series of related issuances of
Indebtedness, or the guaranty of Indebtedness of any other Person, by the
Corporation or any Subsidiary of the Corporation in excess of $100 million,
except (a) in the ordinary course of the surety business of the Corporation's
insurance subsidiaries, (b) pursuant to the Credit Facility, (c) guarantees
given to states or insurance regulatory authorities thereof in connection with
the licensing of the business of the Corporation or any Subsidiary of the
Corporation in such jurisdiction and (d) any Indebtedness incurred in connection
with the Concurrent Offering; or (xi) any change in the number of directors on
the Board of Directors of the Corporation, the establishment of any committee of
the Board of Directors of the Corporation, the nomination of the members of the
Board of Directors of the Corporation or any committee thereof by the Board of
Directors, the removal of any member of the Board of Directors of

the Corporation or any committee thereof and the filling of newly created
memberships and vacancies on the Board of Directors of the Corporation or any
committees thereof.

B. Except as otherwise provided below, for purposes of this Article
TENTH, Citigroup and Operative Date shall have the meanings set forth in Article
SEVENTH. In addition, for purposes of this Article TENTH:

(i) "Citigroup Inc." shall have the meaning set forth in
Article NINTH;

(ii) "Concurrent Offering" shall mean the offering of the
Corporation's Convertible Junior Subordinated Notes due 2032 described in the
Corporation's Registration Statement on Form S-1 (No. 333-82388) to be completed
contemporaneously with the Initial Public Offering;

(iii) "Corporation" shall mean the Corporation (and not any
other corporation, partnership, joint venture, limited liability company, trust,
association or other entity);

(iv) "Credit Facility" shall mean the Credit Agreement, dated
as of April 13, 2001, between a Subsidiary of the Corporation and Citigroup;

(v) "Distribution" shall mean the pro rata distribution by
Citigroup Inc. of shares of Common Stock to holders of Citigroup Inc. common
stock in a transaction qualifying under Section 355 of the Internal Revenue Code
of 1986, as amended;

(vi) "Indebtedness" shall mean, with respect to any Person,
any liability of such Person in respect of borrowed money or evidenced by bonds,
notes, debentures or similar instruments and shall also include (a) any
liability of such Person under any agreement related to the fixing of interest
rates on any Indebtedness and (b) any capitalized lease obligations of such
Person (if and to the extent the same would appear on a balance sheet of such
Person prepared in accordance with United States generally accepted accounting
principles);

(vii) "Initial Public Offering" shall mean the initial public
offering of Class A Common Stock as contemplated by the Corporation's
Registration Statement on Form S-1 (No. 333-82388);

(viii) "Person" shall mean any individual, corporation,
partnership, joint venture, limited liability company, association or other
business entity and any trust, unincorporated organization or government or any
agency or political subdivision thereof;

(ix) "Reorganization" shall mean the restructuring
transactions of the Corporation entered into on or prior to the Initial Public
Offering between the

Corporation and its Subsidiaries, on the one hand, and Citigroup (other than the
Corporation and its Subsidiaries), on the other hand;

(x) "Subsidiary" of the Corporation shall include all
corporations, partnerships, joint ventures, limited liability companies,
associations and other entities (a) in which the Corporation owns (directly or
indirectly) fifty percent (50%) or more of the outstanding voting stock, voting
power, partnership interests or similar ownership interests, (b) of which the
Corporation otherwise directly or indirectly controls or directs the policies or
operations or (c) which would be considered subsidiaries of the Corporation
within the meaning of Regulation S-K or Regulation S-X of the general rules and
regulations under the Securities Act of 1933, as amended;

(xi) "Transactions" shall mean, collectively: (a) the
Reorganization, (b) the Initial Public Offering, (c) the Concurrent Offering and
(d) the Distribution; and

(xii) "Wholly Owned Subsidiary" of the Corporation shall mean
all Subsidiaries of the Corporation in which the Corporation owns (directly or
indirectly) all of the outstanding voting stock, voting power, partnership
interests or similar ownership interests, except for director's qualifying
shares in nominal amount.

C. Notwithstanding anything in this Certificate of Incorporation to
the contrary and in addition to any vote of the Board of Directors required by
this Certificate of Incorporation or the CBCA, until the occurrence of the
Operative Date, the affirmative vote of at least eighty percent (80%) of the
votes entitled to be cast thereon shall be required to alter, amend or repeal,
or adopt any provision inconsistent with, any provision of this Article TENTH.
Neither the alteration, amendment or repeal of this Article TENTH nor the
adoption of any provision inconsistent with this Article TENTH shall eliminate
or reduce the effect of this Article TENTH in respect of any matter occurring,
or any cause of action, suit or claim that, but for this Article TENTH, would
accrue or arise, prior to such alteration, amendment, repeal or adoption.

3. Articles ELEVENTH through SIXTEENTH shall be renumbered as Articles
SEVENTH through TWELFTH, respectively.

PRELIMINARY COPY

TRAVELERS (logo)

ADMISSION TICKET
2003 Annual Meeting of Shareholders
April 24, 2003 at 10:00 a.m. at
The Wadsworth Atheneum, 600 Main Street, Hartford, Connecticut

You should present this admission ticket in order to gain admittance to the
meeting. This ticket admits only the shareholder(s) listed on the reverse side
and is not transferable. If your shares are held in the name of a broker,
trustee, bank or other nominee, you should bring a proxy or letter from the
broker, trustee, bank or nominee confirming your beneficial ownership of the
shares.

2/20/2003
TRAVELERS (logo)

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

TRAVELERS PROPERTY CASUALTY CORP.
Proxy Solicited by the Board of Directors
for the Annual Meeting of Shareholders, April 24, 2003

The undersigned hereby constitutes and appoints Robert I. Lipp, Jay S.
Benet and James M. Michener, and each of them, the undersigned's true and lawful
agents and proxies with full power of substitution in each, to represent the
undersigned at the Annual Meeting of Shareholders of Travelers Property Casualty
Corp. ("Travelers") to be held at the Wadsworth Atheneum, 600 Main Street,
Hartford, Connecticut on Thursday, April 24, 2003 at 10:00 a.m. local time and
at any adjournments or postponements thereof, and to vote as specified on this
proxy all shares of Travelers Class A and Class B common stock as the
undersigned would be entitled to vote if personally present, on all matters
properly coming before the Annual Meeting, including but not limited to the
matters set forth on the reverse side of this proxy.

Shares of Travelers Class A and/or Class B common stock may be issued to
or held for the account of the undersigned under Travelers employee plans under
which voting rights attach to such shares, including without limitation, the
Travelers 401(k) Savings Plan and the Travelers Property Casualty Corp. 2002
Stock Incentive Plan (any of such plans, a "Voting Plan"). If so, then the
undersigned hereby directs the respective fiduciary or administrator of each
Voting Plan to vote all shares of Travelers Class A and/or Class B common stock
in the undersigned's name and/or account under such Voting Plan in accordance
with the instructions given herein, at the Annual Meeting and at any
adjournments or postponements thereof, on all matters properly coming before the
Annual Meeting, including but not limited to the matters set forth on the
reverse side of this proxy.

You are encouraged to specify your choices by marking the appropriate
boxes, SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. Your shares cannot be
voted by the proxies or the fiduciary or plan administrator of a Voting Plan
unless you sign, date and return this proxy card or follow the instructions for
telephone or Internet voting set forth on the reverse side.

This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted FOR Proposals 1-5 and
will be voted in the discretion of the proxies upon such other matters as may
properly come before the Annual Meeting. In the case of a Voting Plan, if no
direction is made, the plan fiduciary or administrator will vote your shares
held under a Voting Plan in accordance with terms of such Voting Plan.

All of your shares of Travelers Class A and Class B common stock will be
voted by the proxies or the fiduciary or plan administrator of a Voting Plan in
the same manner without distinction as to class.

IF NO BOXES ARE MARKED, THIS PROXY WILL BE VOTED IN THE MANNER DESCRIBED ABOVE

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

2/20/2003

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TRAVELERS (logo)

C/O Proxy Services
P.O. Box [______]
Farmingdale, NY [ZIP Code]

YOU HAVE THREE WAYS TO VOTE:

VOTE BY PHONE 1-800-690-6903
1. Read the accompanying Proxy
Statement and this proxy card.
2. Call toll free 1-800-690-6903.
3. Enter your 12 digit Control Number,
shown below.
4. Follow the simple recorded
instructions.

VOTE BY INTERNET: WWW.PROXYVOTE.COM

1. Read the accompanying Proxy
Statement and this proxy card.
2. Go to website WWW.PROXYVOTE.COM.
3. Enter your 12 digit Control Number,
shown below.
4. Follow the simple instructions.

VOTE BY MAIL
1. Mark, sign and date your proxy
card.
2. Return it in the enclosed postage
paid envelope.

IF YOU SUBMIT YOUR PROXY BY TELEPHONE OR INTERNET, DO NOT RETURN YOUR PROXY
CARD.

THANK YOU FOR YOUR PROXY SUBMISSION.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |_|

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DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE PROPOSALS.

VOTE ON DIRECTORS

1. Proposal to elect four directors to a three-year term.

Nominees:

Withhold
For Authority For All
All For All Except

01) Kenneth J. Bialkin
02) Clarence Otis, Jr.
03) Jeffrey M. Peek
04) Laurie J. Thomsen |_| |_| |_|

To withhold authority to vote for any individual nominee, mark "For All
Except" and write the nominee's Number on the line below

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VOTE ON PROPOSALS

FOR AGAINST ABSTAIN

2. Proposal to approve the Travelers Property
Casualty Corp. 2002 Stock Incentive Plan |_| |_| |_|

3. Proposal to approve the Travelers Property
Casualty Corp. Executive Performance Compensation
Plan |_| |_| |_|

4. Proposal to approve certain amendments to
Travelers Certificate of Incorporation |_| |_| |_|

5. Proposal to ratify the selection of KPMG LLP as
Travelers independent auditors for 2003. |_| |_| |_|

The signer(s) hereby acknowledge(s) receipt of the Notice of Annual Meeting of
Shareholders and accompanying Proxy Statement. The signer(s) hereby revoke(s)
all proxies heretofore given by the signer(s) to vote at said Annual Meeting and
any adjournments or postponements thereof.

IF NO BOXES ARE MARKED, THIS PROXY WILL BE VOTED IN THE MANNER DESCRIBED ON THE
REVERSE SIDE.

NOTE: Please sign exactly as name appears herein. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, or on
behalf of a corporation or other business entity, please give full title as
such.

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Signature [PLEASE SIGN WITHIN BOX] Date

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Signature (Joint Owners) Date

|_| Mark this box if you plan to attend the Annual Meeting.