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                                                                   EXHIBIT 10.23

                                    TRAVELERS
                           DEFERRED COMPENSATION PLAN
                            EFFECTIVE AUGUST 20, 2002

                                    ARTICLE 1
                                     PURPOSE

      The purpose of the Travelers Deferred Compensation Plan (the "Plan") is to
provide a means whereby Travelers Property Casualty Corp. (the "Company") offers
tax-deferred savings opportunities to a select group of key management employees
of the Company and its subsidiaries who have rendered and continue to render
valuable services to the Company and its subsidiaries.

      The Plan is a successor to The Travelers Insurance Deferred Compensation
Plan maintained by The Travelers Insurance Group Inc. prior to August 20, 2002,
at which time the Company ceased to be a member of the Citigroup Inc. controlled
group of corporations. The Company is responsible, pursuant to the Plan and as a
result of the Contribution, Assignment and Assumption Agreement, dated March 18,
2002, between the Company and The Travelers Insurance Company, only for the
unfunded deferred compensation obligations with respect to employees who were
participants in The Travelers Insurance Deferred Compensation Plan immediately
prior to August 20, 2002, and who were actively employed by the Company or its
affiliates immediately prior to and immediately following August 20, 2002.

                                    ARTICLE 2
                       DEFINITIONS AND CERTAIN PROVISIONS

      Beneficiary. "Beneficiary" means the person or persons designated as such
in accordance with Article 6.

      Board. "Board" means the Board of Directors of the Company.

      Committee. "Committee" means the Supplemental Non-Qualified Plans
Administrative Committee, or its successor, consisting of members who are
designated by the Company.

      Deferral Account. "Deferral Account" means the account maintained on the
books of account of the Company for each Participant for each Deferral Account
Cycle pursuant to Section 4.2.

      Deferral Account Cycle. "Deferral Account Cycle" means a period of five
(5) Plan Years as determined by the Committee over which a Participant defers
Salary and/or Incentive Award.

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The current Deferral Account Cycle covers the Plan Years 2000 through 2005,
incorporating for this purpose, as appropriate, Plan Years arising under The
Travelers Insurance Deferred Compensation Plan.

      Disability. "Disability" means disability as defined under the terms of
the Company's long-term disability plan. A Participant with a Disability is
"Disabled".

      Effective Date. "Effective Date" means August 20, 2002.

      Eligible Employee. "Eligible Employee" means any Employee of the Company
or any subsidiary of the Company who is designated by the Company for a Plan
Year to be a key management employee eligible to participate in the Plan for a
Plan Year.

      Emergency Benefit. "Emergency Benefit" means the benefit described in
Section 5.5.

      Employee. "Employee" means any person employed by an Employer on a regular
full-time salaried basis, including officers of the Employer.

      Employer. "Employer" means the Company and any of its subsidiaries.

      Enrollment Agreement. "Enrollment Agreement" means the authorization form,
which an Eligible Employee files with the Company to participate in the Plan.

      Enrollment Period. "Enrollment Period" means the period in the calendar
year preceding the Plan Year established for purposes of enrolling in the Plan,
or, for newly hired employees, within 30 days of employment, and otherwise as
determined by the Committee.

      401(k) Plan. "401(k) Plan" means the Travelers 401(k) Savings Plan, as
amended from time to time.

      Fixed Income Declared Rate. "Fixed Income Declared Rate" means the fixed
interest rate expressed as an effective annual yield for the Plan Year for the
Stable Value Fund under the 401(k) Plan. The Fixed Income Declared Rate will be
determined annually at the beginning of each Plan Year and credited monthly as
of the last business day of the month.

      Incentive Award. "Incentive Award" means with respect to a Participant for
any Plan Year the amount otherwise payable in cash to the Participant for such
Plan Year under an annual incentive plan.

      Participant. "Participant" means an Eligible Employee who has filed a
completed and executed Enrollment Agreement with the Committee and is
participating in the Plan in accordance with the provisions of Article 4.

      Plan Year. "Plan Year" means the calendar year beginning January 1 and
ending December 31.


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      Retirement. "Retirement" means the termination of a Participant's
employment with an Employer for reasons other than death or Disability on or
after attaining age 55 with 5 or more Years of Credited Service, as determined
under the Travelers Pension Plan, or termination of employment on or after
attaining age 50 with 5 or more years of continuous service under circumstances
where the Participant is separated from service and entitled to payments under
the terms of Separation Pay Plan applicable to the Company and its subsidiaries.
Retirement also means, where applicable, the termination of a Participant's
employment with the ability to begin receiving benefits following such
termination under the Retirement Plan for Employees of Aetna Life and Casualty
Company, however, in such event, certain payments may not commence until a
participant reaches age 62 in accordance with elections made at the time of
deferral.

      Salary. "Salary" means with respect to a Participant for any Plan Year
such Participant's annual base salary and commissions, as established on the
books and records of the participating employers.

      Survivor Benefit. "Survivor Benefit" means the benefit described in
Section 5.4.

      Termination Benefit. "Termination Benefit" means the benefit described in
Section 5.3.

      Termination of Employment. "Termination of Employment" means a complete
severance of an Employee's employment relationship with the Employer and other
affiliated organizations (as defined in Section 414(a) of the Internal Revenue
Code of 1986) or the cessation of affiliated organization status of the
employing entity of the Employee.

      Travelers Pension Plan. "Travelers Pension Plan" means the Travelers
Pension Plan, as amended from time to time.

                                    ARTICLE 3
                           ADMINISTRATION OF THE PLAN

      The Plan is administered by the Committee which is responsible for
overseeing the operation of the Plan and has the power to interpret provisions
of the Plan. The Committee shall have all of the powers vested in it pursuant to
the terms of the Plan, including, but not limited to, the power and authority to
delegate its responsibilities under the Plan and to establish and modify
eligibility criteria for participation.

                                    ARTICLE 4
                                  PARTICIPATION

      4.1 Election to Participate. Each Employee on the Effective Date who was
an active participant in the The Travelers Insurance Deferred Compensation Plan
on the date immediately prior thereto shall be a Participant on the Effective
Date. Thereafter, any Eligible Employee may


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elect to participate in the Plan effective as of the first day of the Plan Year
by filing, during an Enrollment Period, a completed and fully executed
Enrollment Agreement with the Committee. For purposes of this Section 4.1, any
enrollment agreement completed and executed by a Participant with respect to his
or her participation under The Travelers Insurance Deferred Compensation Plan
that is in effect immediately prior to the Effective Date shall be treated as an
Enrollment Agreement under this Plan. A separate Enrollment Agreement must be
completed for each Plan Year in which a Participant makes deferrals under the
Plan.

      For any Plan Year, an Eligible Employee may elect to defer a percentage of
Salary (not to exceed 50% of the Participant's Salary at the rate in effect
during the Plan Year, or for newly hired eligible employees 50% of their initial
annual salary prorated for the remaining months of the Plan Year) and/or a
percentage of an Incentive Award (not to exceed 70%).

      The Company may establish minimum or maximum individual or aggregate
deferral amounts for each Plan Year. The Company reserves the right to make a
reduction in individual deferral amounts if the individual or aggregate
deferrals exceed a Company-determined dollar threshold. The Company may
establish a minimum account value for continued participation in the Plan and
may pay to Participants the value of accounts below the minimum.

      4.2  Deferral Accounts.

      (a) As of the Effective Date, the separate Deferral Accounts held under
The Travelers Insurance Deferred Compensation Plan for each Participant who,
immediately prior to the Effective Date, was a participant in The Travelers
Insurance Deferred Compensation Plan and who was actively employed by the
Company or its affiliates immediately prior to and immediately following the
Effective Date, shall transfer from The Travelers Insurance Deferred
Compensation Plan and be credited to separate Deferral Accounts held under this
Plan. Such Deferral Accounts shall be in an amount equal to the amount of the
Participant's Deferral Accounts under The Travelers Insurance Deferred
Compensation Plan as of such date.

      (b) Thereafter, the Company shall establish and maintain a separate
Deferral Account for each Participant for each Deferral Account Cycle. The
amount by which a Participant's Salary or Incentive Award is reduced pursuant to
Section 4.1 shall be credited to the Participant's Deferral Account no later
than the first day of the month following the month in which such compensation
would otherwise have been paid. The Deferral Account shall be debited by the
amount of any payments made to the Participant or the Participant's Beneficiary
with respect to such Deferral Account pursuant to this Plan.

      (c) Interest on Deferral Accounts will be credited monthly at the Fixed
Income Declared Rate in the same manner as interest is credited on the Stable
Value Fund under the 401(k) Plan. A Participant's Deferral Account will continue
to be credited with the Fixed Income Declared Rate after benefit payments from
such Deferral Account commence until all such benefits have been paid and the
balance in the Deferral Account has been reduced to zero.


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      4.3 Valuation of Accounts. The value of a Deferral Account as of any date
shall equal the amounts theretofore credited to such account, plus the interest
deemed to be earned on such account in accordance with Section 4.2(c) through
the valuation date, less the amounts theretofore debited to such account. Any
valuation shall be made as of the last business day of the month.

      4.4 Statement of Accounts. The Committee shall submit to each Participant,
within one hundred twenty (120) days after the close of each Plan Year, a
statement in such form as the Committee deems desirable setting forth the
balance standing to the credit of each Participant in each of his or her
Deferral Accounts.

                                    ARTICLE 5
                                    BENEFITS

      5.1 Retirement Benefit. A Participant is eligible for a Retirement Benefit
under this Plan when he or she has satisfied all of the requirements for
Retirement (as defined in Article 2). The Retirement Benefit for a Deferral
Account will be based on the total value of the Deferral Account.

      At the time of initial enrollment, and thereafter prior to the
commencement of each Deferral Account Cycle, a Participant shall elect to
receive a Retirement Benefit for such Deferral Account (I) commencing at
Retirement or at age 65, if later, and (II) in either a lump sum or annual
installments over 5, 10 or 15 years. Any such election shall be made in writing
pursuant to an Enrollment Agreement. The lumpsum payment will be made, or annual
installment payments will commence, approximately 30 days after Retirement or
approximately 30 days following the date on which the Participant attains age
65, according to the Participant's Enrollment Agreement. The account valuation
will be as of the last business day of the month preceding the payment date. In
the event no election has been made with respect to a Deferral Account, the
Retirement Benefit for such deferral Account will be paid in a lump sum at
Retirement or age 65, as applicable.

      For purposes of this Section 5.1, any election previously made pursuant to
an enrollment agreement completed and executed by a Participant with respect to
his or her participation under The Travelers Insurance Deferred Compensation
Plan (including any plan incorporated into such plan) shall be treated as an
election made pursuant to an Enrollment Agreement under this Plan.

      If a Participant elects to receive his or her Retirement Benefit in
installment payments, the account will be valued as of the last business day of
the month in which the Participant is deemed to be retired, or attained age 65
if applicable. Retirements are deemed to be the first of a month following the
termination of employment. The payments will be determined annually by dividing
the Participant's then current Deferral Account balance at commencement and on
each anniversary of the valuation year by the number of remaining years in the
payment period based on the Participant's retirement payment election. The Fixed
Income Declared Rate will be


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credited during any payment year on the unpaid Deferral Account balance. After
the Participant's death, interest earned during the payment period will instead
be distributed in full.

      The Committee may, in its discretion, permit alternative form and timing
of payment elections for future deferrals, and may permit the form and timing of
payments elected by Participants (in accordance with the terms and provisions of
a plan then in effect) with respect to balances transferred into the Plan when
such transfers are authorized by the Company or the Employer in connection with
a merger, acquisition or other business combination.

      5.2 Disability. If a Participant becomes Disabled, Participant deferrals
that otherwise would have been credited to the Participant's Deferral Account
will cease during such Disability. The Participant's Deferral Accounts will
continue to earn interest. The Participant's Deferral Account balances will be
distributed as a Retirement Benefit or Survivor Benefit, whichever is
applicable, beginning on the date and in the form which the Participant elected
in his Enrollment Agreement, but in no event beginning earlier than 12 months
after the date of the Participant's Disability. In the sole discretion of the
Committee, the Company may commence payments on an earlier date.

      5.3 Termination Benefit. Notwithstanding other provisions of this Plan, if
a Participant (i) has a Termination of Employment for any reason other than
death, Disability or Retirement, or (ii) fails to return to the status of an
Employee actively at work within sixty (60) days following recovery from a
Disability prior to Retirement, the Company shall pay to the Participant in one
lump sum an amount (the "Termination Benefit") equal to the value of the
Participant's Deferral Accounts as determined under Section 4.3.

      The account valuation will be as of the last business day of the month of
termination of employment (or the end of the 60-day period following the end of
a Disability).

      5.4 Survivor Benefits. If a Participant dies, a benefit (the "Survivor
Benefit") will be paid to his Beneficiary in a lump sum in the month following
the Participant's death. The Survivor Benefit will be equal to the Deferral
Account balance(s) of the Participant.

      The account valuation will be as of the last business day of the month of
the death.

      5.5 Emergency Benefit. In the event that the Committee, upon written
petition of the Participant or beneficiary of such Participant, determines in
its sole discretion that the Participant has suffered an unforeseeable financial
emergency, the Company shall pay to the Participant, as soon as practicable
following such determination, an amount necessary to meet the emergency (the
"Emergency Benefit"). Participants who suffer an emergency prior to commencement
of benefit payments would receive an Emergency Benefit that is not in excess of
the Deferral Account balance to which such Participant would have been entitled
pursuant to Section 5.3 if he or she had a termination of employment on the date
of such determination and received a lump sum payment. Participants in the
process of receiving installment payments would receive an Emergency Benefit
that is not in excess of the remaining Deferral Account balance of the
Participant as valued on the last day of the month of such determination. For
purposes of this


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Plan, an unforeseeable financial emergency is an unexpected need for cash
arising from an illness, casualty loss, sudden financial reversal, or other such
unforeseeable occurrence. The amount of the benefits otherwise payable under the
Plan shall thereafter be adjusted to reflect the early payment of the Emergency
Benefit.

      5.6 Small Benefit. In the event the Committee determines that the balance
of a Participant's Deferral Account is less than $10,000 at the time of
commencement of payment of his or her Retirement Benefit, or the portion of the
balance of the Participant's Deferral Account payable to any Beneficiary is less
than $10,000 at the time of commencement of payment of a Survivor Benefit to
such Beneficiary, the Company may pay the benefit in the form of a lump- sum
payment, notwithstanding any provision of this Article 5 to the contrary. Such
lump-sum payment shall be equal to the balance of the Participant's Deferral
Account or the portion thereof payable to a Beneficiary.

      5.7 Withholding; Employment Taxes. To the extent required by the law in
effect at the time payments are made, the Company shall withhold from any
amounts deferred under the Plan or from payments made hereunder the taxes
required to be withheld by the federal or any state or local government.

                                    ARTICLE 6
                             BENEFICIARY DESIGNATION

      6.1 Each Participant shall have the right, at any time, to designate any
person or persons as Beneficiary or Beneficiaries to whom payments under this
Plan shall be made in the event of the Participant's death prior to complete
distribution to the Participant of the benefits due under the Plan. Each
Beneficiary designation shall become effective only when filed in writing with
the Committee on a form prescribed or accepted by the Committee.

      6.2 Any Participant shall have the right to designate a new Beneficiary at
any time by filing with the Committee a written request for such change, but any
such change shall become effective only upon receipt of such request by the
Committee. Upon receipt by the Committee of such request, the change shall
relate back to and take effect as of the date the Participant signs such request
whether or not the Participant is living at the time the Committee receives such
request.

      6.3 If there is no designated Beneficiary living at the death of the
Participant, then such payment shall be made to the participant's estate.

                                    ARTICLE 7
                        AMENDMENT AND TERMINATION OF PLAN

      7.1 Amendment. The Company may at any time amend the Plan in whole or in
part; provided, however, that no such amendment shall be effective to decrease
the benefits accrued by


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any Participant prior to the date of such amendment and any change in the
definition of the Fixed Income Declared Rate shall be effective only as to Plan
Years beginning after the date of such amendment. Written notice of any
amendment shall be given to each current or former Employee then participating
in the Plan.

      7.2  Termination.

            (a) Company's Right to Terminate. The Company may at any time
      terminate the Plan, if in its judgment, the continuance of the Plan would
      not be in the best interests of the Company or its affiliates.

            (b) Payments Upon Termination. Upon termination of the Plan under
      this Section 7.2, the Participants will be deemed to have voluntarily
      terminated their participation under the Plan as of the date of such
      termination. Salary and Incentive Awards shall cease to be deferred, and
      the Company will pay to each Participant the value of each of the
      Participant's Deferral Accounts, determined as if each Participant had
      terminated employment on the date of such termination of the Plan, at such
      times and pursuant to such terms and conditions as the Committee in its
      sole discretion shall determine. Participants or Beneficiaries receiving
      Retirement Benefit installments shall receive a lump sum payment equal to
      the remaining, unpaid Deferred Account balance.

                                    ARTICLE 8
                                  MISCELLANEOUS

      8.1 Unsecured General Creditor. Participants and their Beneficiaries,
heirs, successors, and assigns shall have no legal or equitable rights, claims,
or interests in any specific property or assets of the Company, nor shall they
be beneficiaries of, or have any rights, claims, or interests in any life
insurance policies, annuity contracts, or the proceeds therefrom owned or which
may be acquired by the Company ("Policies"). Such Policies or other assets of
the Company shall not be held under any trust for the benefit of Participants,
their Beneficiaries, heirs, successors, or assigns (other than a grantor trust
established to assist the Company in meeting its obligations hereunder and the
assets of which are available to general creditors if the Company becomes
insolvent), or held as collateral security for the fulfilling of the obligation
of the Company under this Plan. Any and all of the Company's assets and Policies
shall be, and remain, the general, unpledged, unrestricted assets of the
Company. The Company's obligation under the Plan shall be merely that of an
unfunded and unsecured promise of the Company to pay money in the future.

      8.2 Obligations to Company. If a Participant becomes entitled to a
distribution of benefits under the Plan, and if at such time the Participant has
outstanding any debt, obligation, or other liability representing an amount
owing to the Company or its affiliates, then the Company may offset such amount
owed to it against the amount of benefits otherwise distributable. Such
determination shall be made by the Committee.


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      8.3 Nonassignability. Neither a Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
or otherwise encumber, hypothecate or convey in advance of actual receipt the
amounts, if any, payable, hereunder, or any part thereof, or interest therein
which are, and all rights to which are, expressly declared to be unassignable
and non-transferable. No part of the amounts payable shall, prior to actual
payment, be subject to seizure or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, nor be transferable by operation of law in the event of a Participant's
or any other person's bankruptcy or insolvency.

      8.4 Employment Not Guaranteed. Nothing contained in this Plan nor any
action taken hereunder shall be construed as a contract of employment or as
giving any Employee any right to be retained in the employ of the Company or its
affiliates.

      8.5 Protective Provisions. Each Participant shall cooperate with the
Company by furnishing any and all information requested by the Company in order
to facilitate the payment of benefits hereunder, by taking such physical
examinations as the Company may deem necessary and by taking such other relevant
action as may be requested by the Company. If a Participant refuses to
cooperate, the Company shall have no further obligation to the Participant under
the Plan, other than payment to such Participant of the existing Deferral
Account balance(s) maintained under the Plan with respect to such Participant.
In the event of such non-cooperation, the Committee, in its sole discretion, may
determine to distribute such balance(s) to the Participant immediately in a
single, lump sum payment.

      8.6 Gender, Singular & Plural. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine, or neuter, as the identity
of the person or persons may require. As the context may require, the singular
may be read as the plural and the plural as the singular.

      8.7 Captions. The captions of the articles, sections, and paragraphs of
this Plan are for convenience only and shall not control or affect the meaning
of construction of any of its provisions.

      8.8 Validity. In the event any provision of this Plan is held invalid,
void, or unenforceable, the same shall not affect, in any respect, whatsoever,
the validity of any other provision of this Plan.

      8.9 Notice. Any notice or filing required or permitted to be given to the
Committee under the Plan shall be sufficient if in writing and hand delivered,
or sent by registered or certified mail, to the Company, directed to the
attention of the Deferred Compensation Plan Administrator. Such notice shall be
deemed given as to the date of delivery or, if delivery is made by mail, as of
the date shown on the postmark on the receipt for registration or certification.

      8.10 Applicable Law. This Plan shall be governed and construed in
accordance with the laws of the State of Connecticut.


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      8.11 Trust Fund. The Company shall be responsible for the payment of all
benefits provided under the Plan. At its discretion, the Company may establish
one or more trusts for the purpose of providing for the payment of such
benefits. Such trust or trusts may be irrevocable, but the assets thereof shall
be subject to the claims of the Company's creditors. To the extent any benefits
provided under the Plan are actually paid from any such trust, the Company shall
have no further obligation with respect thereto, but to the extent not so paid,
such benefits shall remain the obligation of, and shall be paid by, the Company.

      8.12 Ineligible Participant. Notwithstanding any other provisions of this
Plan to the contrary, if any Participant is determined not to be a "management
or highly compensated employee" within the meaning of ERISA or Regulations
thereunder, such Participant will not be eligible to participate in this Plan
and shall receive an immediate lump-sum payment equal to the amounts standing
credited to his or her Deferral Accounts. Upon such payment, no survivor benefit
or other benefit shall thereafter be payable under this Plan either to the
Participant or any Beneficiary of the Participant.


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