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                                                                   EXHIBIT 10.04

                        TRAVELERS PROPERTY CASUALTY CORP.

                     AMENDED AND RESTATED COMPENSATION PLAN
                     FOR NON-EMPLOYEE DIRECTORS (THE "PLAN")
                    (WITH AMENDMENTS EFFECTIVE APRIL 1, 1999)

         Section 1. ELIGIBILITY. Each member of the Board of Directors of
Travelers Property Casualty Corp. (the "Company") or one of its subsidiaries, if
so designated by the Board of Directors, who is not an employee of the Company
or any of its subsidiaries (an "Eligible Director") is eligible to participate
in the Plan.

         Section 2. ADMINISTRATION. The Plan shall be administered, construed
and interpreted by the Board of Directors of the Company. Pursuant to such
authorization, the Board of Directors shall have the responsibility for carrying
out the terms of the Plan, including but not limited to the determination of the
annual retainer to be paid to all Eligible Directors (the "Annual Fixed Director
Compensation"). To the extent permitted under the securities laws applicable to
compensation plans including, without limitation, the requirements of Section
16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or
under the Internal Revenue Code of 1986, as amended (the "Code"), the
Nominations, Compensation, and Corporate Governance Committee of the Board of
Directors, or a subcommittee of the Nominations, Compensation and Corporate
Governance Committee, may exercise the discretion granted to the Board under the
Plan, provided that the composition of such Committee or subcommittee shall
satisfy the requirements of Rule 16b-3 under the Exchange Act, or any successor
rule or regulation. The Board of Directors may also designate a plan
administrator to manage the record keeping and other routine administrative
duties under the Plan.

         Section 3. ANNUAL FIXED DIRECTOR COMPENSATION. Payment of Annual Fixed
Director Compensation shall be made quarterly, on the first business day
following the end of the quarter for which the compensation is payable, to each
Eligible Director who served as a director during at least one-half of such
quarter and who was a director on the last day of such quarter.

         Each Eligible Director may elect to receive up to fifty percent (50%)
of each quarterly payment of Annual Fixed Director Compensation in cash. The
balance of each quarterly payment shall be paid in shares of Class A common
stock, par value $.01 of the Company ("Common Stock"). If an Eligible Director
does not elect to receive a percentage of his or her Annual Fixed Director
Compensation in cash, such compensation shall be paid entirely in Common Stock.

         The number of shares of the Company's Common Stock to be transferred to
the Eligible Director in respect of each quarterly installment of Annual Fixed
Director Compensation shall be determined in the manner set forth in paragraph
5(a), and such shares shall not be transferred or sold by such Eligible Director
for a period of six months following the date of grant.



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         Section 4. ELECTION TO DEFER.

                  (a) TIME OF ELECTION. As soon as practicable prior to the
beginning of a calendar year, an Eligible Director may elect to defer the Common
Stock component of Annual Fixed Director Compensation pursuant to the Plan by
directing that such Common Stock which otherwise would have been payable in
accordance with paragraph 3 above during such calendar year and succeeding
calendar years shall be credited to a deferred compensation account (the
"Director's Account"). Under a valid election, such deferred compensation shall
be payable in accordance with paragraph 5(a) below. Any person who shall become
an Eligible Director during any calendar year, and who was not an Eligible
Director of the Company prior to the beginning of such calendar year, may elect,
within thirty (30) days after his or her term begins, to defer payment of the
Common Stock component of his or her Annual Fixed Director Compensation earned
during the remainder of such calendar year and for succeeding calendar years.
The cash component of Annual Fixed Director Compensation may not be deferred.

                  (b) FORM AND DURATION OF ELECTION. An election to defer the
Common Stock component of Annual Fixed Director Compensation shall be made by
written notice executed by the Eligible Director and filed with the Secretary of
the Company. Such election shall continue until the Eligible Director terminates
such election by subsequent written notice filed with the Secretary of the
Company. Any such election to terminate deferral shall become effective for the
calendar quarter following receipt of the election form by the Company and shall
only be effective with respect to the Common Stock component of Annual Fixed
Director Compensation payable for services rendered as an Eligible Director
thereafter. Amounts credited to the Director's Account prior to the effective
date of termination shall not be affected by such termination and shall be
distributed only in accordance with the terms of the Plan.

                  (c) CHANGE OF ELECTION. An Eligible Director who has
terminated his or her election to defer the Common Stock component of Annual
Fixed Director Compensation hereunder may thereafter make another election in
accordance with paragraph 4(a) to defer such compensation for the calendar year
subsequent to the filing of such election and succeeding calendar years.

         Section 5. THE DIRECTOR'S ACCOUNT. Shares of Common Stock that an
Eligible Director has elected to defer under the Plan shall be credited to the
Director's Account as follows:

                  (a) As of each date that a quarterly installment of the Annual
Fixed Director Compensation would otherwise be payable, there shall be credited
to the Director's Account the number of full shares of the Company's Common
Stock obtained by multiplying the percentage such Eligible Director has elected
to receive in shares of Common Stock by the total amount of Annual Fixed
Director Compensation allocable to such calendar quarter, and then by dividing
the result by the average of the closing price of the Company's Common Stock on
the Composite Tape of the New York Stock Exchange Inc. on the last ten (10)
trading days of the calendar quarter for which such Common Stock would otherwise
be payable. If the applicable percentage


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of Annual Fixed Director Compensation for the calendar quarter is not evenly
divisible by such average closing price of the Company's Common Stock, the
balance shall be credited to the Director's Account in cash.

                  (b) At the end of each calendar quarter, there shall be
credited to the Director's Account an amount equal to the cash dividends that
would have been paid on the number of shares of Common Stock credited to the
Director's Account as of the dividend record date, if any, occurring during such
calendar quarter as if such shares had been shares of issued and outstanding
Common Stock on such record date, and such amount shall be treated as reinvested
in additional shares of Common Stock on the dividend payment date.

                  (c) Cash amounts credited to the Director's Account pursuant
to subparagraphs (a) and (b) above shall accrue interest commencing from the
date the cash amounts are credited to the Director's Account at a rate per annum
to be determined from time to time by the Company. Amounts credited to the
Director's Account shall continue to accrue interest until distributed in
accordance with the Plan. An Eligible Director may be given the opportunity make
a written election to treat the existing cash balance and interest accrued
thereon as invested in additional shares of Common Stock. The timing of the
effectiveness of such election shall be subject to the Company's discretion.

                  (d) An Eligible Director shall not have any interest in the
cash or Common Stock in his or her Director's Account until such cash or Common
Stock is distributed in accordance with the Plan.

         Section 6. DISTRIBUTION FROM ACCOUNTS.

                  (a) FORM OF ELECTION. At the time an Eligible Director makes
an election to defer receipt of Annual Fixed Director Compensation pursuant to
paragraphs 5(a) or 5(c), such Director shall also file with the Secretary of the
Company a written election with respect to the distribution of the aggregate
amount of cash and shares credited to the Director's Account pursuant to such
election. An Eligible Director may elect to receive such amount in one lump-sum
payment or in a number of approximately equal annual installments (provided the
payout period does not exceed 15 years). The lump-sum payment or the first
installment shall be paid as of (i) the first business day of any calendar year
subsequent to the date the Annual Fixed Director Compensation would otherwise be
payable, as specified by the Director, (ii) the first business day of the
calendar quarter immediately following the cessation of the Eligible Director's
service as a director of the Company or (iii) the earlier of (i) or (ii), as the
Eligible Director may elect. Subsequent installments shall be paid as of the
first business day of each succeeding annual installment period until the entire
amount credited to the Director's Account shall have been paid. A cash payment
will be made with the final installment for any fraction of a share of Common
Stock credited to the Director's Account.




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                  (b) ADJUSTMENT OF METHOD OF DISTRIBUTION. An Eligible Director
participating in the Plan may, prior to the beginning of any calendar year, file
another written election with the Secretary of the Company electing to change
the date and/or method of distribution of the aggregate amount of cash and
shares of Common Stock credited to the Director's Account for services rendered
as a director commencing with such calendar year. Amounts credited to the
Director's Account prior to the effective date of such change (the "Prior
Amounts") shall not be affected by such change and shall be distributed only in
accordance with the election in effect at the time the Prior Amounts were
credited to the Director's Account; provided, however, that an Eligible Director
may elect to change the time at which Prior Amounts are to be paid, if (i) a
written election to effect such change is filed with the Secretary of the
Company before the earliest scheduled payment of the Prior Amounts and (ii) such
change would not accelerate the Eligible Director's receipt of the Prior
Amounts. Notwithstanding the foregoing, in the event an Eligible Director
suffers a severe financial hardship outside the control of such Director, as
determined by the Company, the Eligible Director may elect to advance or defer
the date of distribution of his or her Director's Account or change the method
of distribution thereof.

                  (c) CHANGE OF CONTROL. Notwithstanding anything to the
contrary contained herein, upon a "Change of Control" (as defined below), the
full number of shares of Common Stock and cash in each Director's Account shall
be immediately funded and be distributable on the later of the date six months
and one day following the "Change of Control" or the distribution date(s)
previously elected by an Eligible Director. For purposes of this Plan, a "Change
of Control" shall mean the occurrence of any of the following, unless such
occurrence shall have been approved or ratified by at least a two-thirds (2/3)
vote of the Continuing Directors (defined below): (i) any person within the
meaning of Sections 13(d) and 14(d) of the Exchange Act, shall have become the
beneficial owner, within the meaning of Rule 13d-3 under the Exchange Act, of
shares of stock of the Company having twenty-five percent (25%) or more of the
total number of votes that may be cast for election of the directors of the
Company; or (ii) there shall have been a change in the composition of the Board
of Directors such that at any time a majority of the Board of Directors shall
have been members of the Board for less than twenty-four (24) months, unless the
election of each new director who was not a director at the beginning of the
period was approved by a vote of at least two-thirds (2/3) of the directors then
still in office who were directors at the beginning of such period, or who were
approved as directors pursuant to the provisions of this paragraph (the
"Continuing Directors").

         Section 7. DISTRIBUTION ON DEATH. If an Eligible Director should die
before all amounts credited to the Director's Account shall have been paid in
accordance with the election referred to in paragraph 6, the balance in such
Director's Account as of the date of such Director's death shall be paid
promptly following such Director's death, to the beneficiary designated in
writing by such Director. Such balance shall be paid to the estate of the
Eligible Director if (a) no such designation has been made or (b) the designated
beneficiary shall have predeceased the Director and no further beneficiary
designation has been made.





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         Section 8. MISCELLANEOUS.

                  (a) The right of an Eligible Director to receive any amount in
the Director's Account shall not be transferable or assignable by such Director,
except by will or by the laws of descent and distribution, and no part of such
amount shall be subject to attachment or other legal process.

                  (b) Except as otherwise set forth herein, the Company shall
not be required to reserve or otherwise set aside funds or shares of Common
Stock for the payment of its obligations hereunder. The Company shall make
available as and when required a sufficient number of shares of Common Stock to
meet the requirements arising under the Plan.

                  (c) The establishment and maintenance of, or allocation and
credits to, the Director's Account shall not vest in the Eligible Director or
his beneficiary any right, title or interest in and to any specific assets of
the Company. An Eligible Director shall not have any dividend or voting rights
or any other rights of a stockholder (except as expressly set forth in paragraph
5(b) with respect to dividends and as provided in subparagraph (f) below) until
the shares of Common Stock credited to a Director's Account are distributed. The
rights of an Eligible Director to receive payments under this Plan shall be no
greater than the right of an unsecured general creditor of the Company.

                  (d) The Plan shall continue in effect until terminated by the
Board of Directors. The Board of Directors may at any time amend or terminate
the Plan; provided, however, that (i) no amendment or termination shall impair
the rights of an Eligible Director with respect to amounts then credited to the
Director's Account; (ii) the provisions of the Plan relating to eligibility, the
amount and price of securities to be awarded, the timing of and the amount of
Annual Fixed Director Compensation awards shall not be amended more than once
every six months, other than to comport with changes in the Internal Revenue
Code of 1986, as amended, the Employee Retirement Income Security Act of 1974,
as amended, or the rules thereunder; and (iii) no amendment shall become
effective without approval of the stockholders of the Company if such
stockholder approval is required to enable the Plan to satisfy applicable state
or Federal statutory or regulatory requirements.

                  (e) Each Eligible Director participating in the Plan will
receive an annual statement indicating the amount of cash and number of shares
of Common Stock credited to the Director's Account as of the end of the
preceding calendar year.

                  (f) If adjustments are made to outstanding shares of Common
Stock as a result of stock dividends, stock splits, recapitalizations, mergers,
consolidations and similar transactions, an appropriate adjustment shall be made
in the number of shares of Common Stock credited to the Director's Account.



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                  (g) Shares of Common Stock that may be granted under the Plan
shall be subject to adjustment upon the occurrence of adjustments to the
outstanding Common Stock described in paragraph 8(f) hereof.

                  (h) The validity, construction, interpretation, administration
and effect of the Plan and of its rules and regulations, and rights relating to
the Plan, shall be determined solely in accordance with the laws of the State of
Delaware.

                  (i) All claims and disputes between an Eligible Director and
the Company arising out of the Plan shall be submitted to arbitration in
accordance with the then current arbitration policy of the Company. Notice of
demand for arbitration shall be given in writing to the other party and shall be
made within a reasonable time after the claim or dispute has arisen. The award
rendered by the arbitrator shall be final, and judgment may be entered upon it
in accordance with applicable law in any court having jurisdiction thereof. The
provisions of this Section 8(i) shall be specifically enforceable under
applicable law in any court having jurisdiction thereof.

                  (j) 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.






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