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                        TRAVELERS PROPERTY CASUALTY CORP.
                           1996 EXECUTIVE OPTION PLAN

                        as amended through March 7, 1997

        1.  Purpose.  The purpose of the Travelers Property Casualty Corp. 1996
Executive Option Plan (the "Plan") is to advance the interests of the Company,
its Subsidiaries and stockholders by providing incentives in the form of
options to purchase shares of common stock of Travelers Group Inc. 
("Travelers") to Executive Officers of Travelers Property Casualty Corp. (the
"Company") and its Subsidiaries. Option grants will be made under the Travelers
Group 1996 Stock Incentive Plan, as the same may be amended from time to time
("SIP"). 

        2.  Definitions.  For purposes of the Plan, the capitalized terms used,
but not defined herein, shall have the meanings set forth in SIP, and the
following terms shall have the following meanings:

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

        "Committee" shall mean a subcommittee of the Nominations and
        Compensation Committee of the Company, appointed by such Nominations and
        Compensation Committee, consisting of at least two (2) persons, the 
        composition of which subcommittee shall satisfy the requirements of 
        Rule 16b-3 under the 1934 Act (with respect to grants to Section 16(a) 
        Persons) and who also qualify, and shall remain qualified as "outside 
        directors" as defined in Section 162(m) of the Code.

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

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

        "Executive Officers" shall mean (a) executive officers of the Company
        who hold the office of vice-president or higher, and/or who are 
        subject to the reporting requirements of Section 16 of the 1934 Act 
        and who contribute significantly to the long term performance and 
        growth of the Company and (b) executive officers of Subsidiaries who 
        hold the office of Senior Vice President or higher and who contribute 
        significantly to the long-term performance and growth of the Company 
        or its Subsidiaries.

        "Nominations and Compensation Committee" shall mean the Nominations,
        Compensation and Corporate Governance Committee appointed by the Board.

        "Plan" shall mean the Travelers Property Casualty Corp. 1996 Executive
        Option Plan, as the same may be amended from time to time.


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        "SIP" shall mean the Travelers Group 1996 Stock Incentive Plan, as the
        same may be amended from time to time.

        "SIP Committee" shall mean the Incentive Compensation Subcommittee of
        the Nominations and Compensation Committee of Travelers, or such other
        committee that may, from time to time, have the power and authority to
        grant awards under SIP to Section 16(a) Persons.

        "Subsidiary" shall mean any entity at least one-half of whose
        outstanding voting stock, or beneficial ownership for entities other
        than corporations, is owned, directly or indirectly, by the Company,
        or which is otherwise controlled directly or indirectly by the Company.

        "Travelers" shall mean Travelers Group Inc., a Delaware corporation
        and currently, the majority stockholder of the Company.

        "1934 Act" shall mean the Securities Exchange Act of 1934, as amended.

        3.      Committee Powers and Authority.

                (a)     Granting of Awards. Awards under SIP may be granted to
Executive Officers by the Committee, as authorized by the SIP Committee. Awards
granted hereunder shall be governed by the terms of SIP and this Plan. No Award
shall be granted hereunder to any member of the Committee. The Committee shall
have the power and authority, subject to any limitations which may be
specifically set forth in SIP or in this Plan, and as authorized by the SIP
Committee, to determine the type, the Exercise Price and the number of shares
exercisable in connection with each Option and Reload Option, to determine the
terms, conditions and limitations applicable to the vesting and exercisability
of Awards, to determine the time when Awards will be granted and paid and
whether payment of any Award may be deferred, to determine whether Options
should be transferable and whether any conditions should be imposed on such
transfer, to establish objectives and conditions for earning Awards, to
determine whether such objectives or conditions have been met, to determine the
payment provisions applicable to the exercise of Options and Reload Options, to
determine, modify, waive, extend or accelerate the terms and conditions for
vesting, exercisability and forfeiture of Awards, to determine whether payment
of an Award should be reduced or eliminated, to determine whether the Common
Stock issued pursuant to Awards should be restricted in any manner, and the
nature, terms and conditions of any such restrictions and to interpret the
provisions of the Plan and all Awards granted thereunder to Executive Officers.
At the discretion of the Committee, and as authorized by the SIP Committee, an
Executive Officer may also be eligible to receive a Reload Option in connection
with an Option exercise, subject to the terms, conditions and limitations set
forth in SIP.

                (b)     Administration of the Plan. The Committee shall have
the power and authority to administer the Plan in connection with Awards made
to Executive Officers, and, as authorized by the SIP Committee, to establish,
amend and rescind such rules, regulations and


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administrative guidelines relating to the Executive Officers who are granted
Awards under the Plan, 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
necessary or advisable. Any decision of the Committee in the administration of
the Plan, as described herein, shall be conclusive and binding on all parties
concerned, including the Company, its stockholders and Subsidiaries and all
Executive Officers.

                (c) Delegation of Authority. The Committee may not delegate its
authority over the administration of the Plan.

                (d) Committee Action. The Committee may act in writing by a
majority of its members in office. The members of the Committee may authorize
any one or more of the members of the Committee or any officer of the Company
to execute and deliver documents on behalf of such Committee. No member of the
Committee shall be personally liable for anything done or omitted to be done by
him or her or by any other member of the Committee in connection with the
Plan, except for his or her own willful misconduct or as expressly provided by
statute. 

        4. Participation by Subsidiaries. Upon approval by the Board or a
committee authorized by the Board, Subsidiaries of the Company may participate
in the Plan. A Subsidiary's participation in the Plan may be terminated at any
time by the Board or an authorized committee. If the participation in the Plan
of a Subsidiary shall terminate, such termination shall not relieve it of any
obligations theretofore incurred by it under the Plan, except with the approval
of the Board or a committee authorized by the Board.

        5. Maximum Number of Shares Issuable to any One Executive Officer. The
aggregate number of shares of Common Stock that may be granted to any one
Executive Officer pursuant to Awards made under this Plan between the
effective date of this Plan and April 23, 2006 shall not exceed four million
(4,000,000) shares, subject to adjustment as provided in Section 15 of SIP.

        6. Award Agreements. Awards granted under the Plan shall be evidenced
in the manner prescribed by the Committee, as authorized by the SIP Committee
from time to time in accordance with SIP, and shall be governed by the terms,
conditions, restrictions and limitations of SIP. The Committee may require that
an Executive Officer execute and deliver an Award Agreement to the Company in
order to evidence an Executive Officer's acceptance of an Award.

        7. Incentive Stock Options. The terms and conditions of any Incentive
Stock Options granted to Executive Officers shall be subject to and shall be
designed to comply with the provisions of Section 422 of the Code, and any
other administrative procedures adopted by Travelers or the Committee, from
time to time. Incentive Stock Options may not be granted hereunder to any
person who is not an employee of the Company or a Subsidiary at the time of
grant. 


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        8.      Income and Withholding Taxes.  The Company and it Subsidiaries
shall have the right to deduct from all amounts paid to an Executive Officer
(or his or her beneficiaries or any Permitted Transferee) under the Plan any
Federal, state or local income or other taxes required by law to be withheld
with respect to such payment. It shall be a condition to the obligation of
Travelers to issue Common Stock upon exercise of an Option or Reload Option
that the Executive Officer (or any beneficiary or person entitled to act on
behalf of the Executive Officer) pay to the Company, upon demand, such amount
as may be requested by the Company for the purpose of satisfying any liability
to withhold Federal, state or local income or other taxes. If the amount
requested is not paid, Travelers may refuse to issue shares. Unless the
Committee shall in its discretion determine otherwise, and provided same is
permitted under SIP, payment for taxes required to be withheld may be made in
whole or in part by an Executive Officer's election, in accordance with rules
adopted by Travelers or the Committee from time to time, (a) to have shares of
Common Stock otherwise issuable pursuant to the Plan having a Fair Market Value
equal to such tax liability withheld to satisfy such tax obligation and/or (b)
to tender shares of Common Stock of Travelers owned by the Executive Officer
(or the person exercising the Option), including Common Stock of Travelers
owned jointly with his or her spouse, and acquired at least six (6) months
prior to such tender (excluding restricted shares of Common Stock of Travelers
awarded under The Travelers Group Capital Accumulation Plan or the Travelers
Group Employee Incentive Plan) and having a Fair Market Value equal to such tax
liability. 

        9.      No Rights to Awards or Employment.  No Executive Officer shall
have any claim or right to be granted an Award under the Plan. There shall be
no obligation of uniformity of treatment of Executive Officers under the Plan.
Neither the Plan nor any action taken thereunder shall be construed as giving
any Executive Officer any right to employment with the Company or any
Subsidiary. In addition, the Company and each Subsidiary expressly reserve the
right at any time to dismiss an Executive Officer free from liability, or any
claim under the Plan, except as provided herein or in an Award Agreement.

        10.     Governing Law.  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.

        11.     Expenses of the Plan.  The expenses of the administration of
the Plan shall be borne by the Company and its participating Subsidiaries.

        12.     Arbitration.  All claims and disputes between an Executive
Officer, Travelers, the Company and/or any Subsidiary arising out of the Plan
or any Award granted hereunder shall be submitted to arbitration in accordance
with the then current arbitration policy of the Company or the Subsidiary with
whom the Executive Officer is employed. 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 made in accordance with the provisions of the Plan, 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

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Section shall be specifically enforceable under applicable law in any court
having jurisdiction thereof.

        13. Termination; Amendment. The Plan shall terminate on the earlier to
occur of (a) a resolution of the Board of Directors terminating the Plan, (b)
April 23, 2006 or (c) termination of SIP. The Plan may be amended or suspended
at any time and from time to time by the Board, provided that no amendment shall
be made without the approval of the Board of Directors of Travelers, and no
amendment shall be made without stockholder approval, if stockholder approval by
the Company's stockholders is required under applicable law. No termination,
amendment or suspension of the Plan shall adversely affect any right of any
Executive Officer with respect to any Award theretofore granted, as determined
by the Committee, without such Executive Officer's written consent. Subject to
the foregoing limitations, and as authorized by the SIP Committee, the Committee
shall have the authority to amend certain Plan provisions to the extent
necessary to permit participation in the Plan by Executive Officers who are
employed outside of the United States on terms and conditions which are
comparable to those afforded to Executive Officers located within the United
States.

        14. Partial Invalidity. 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.

        15. Deferrals. If authorized by the SIP Committee, the Committee may
postpone the exercising of Awards, the issuance or delivery of Common Stock
under any Award or any action permitted under the Plan to prevent the Company
or any Subsidiary from being denied a Federal income tax deduction with respect
to any Award other than an Incentive Stock Option. In addition, the Committee
may, as authorized by the SIP Committee, determine that all or a portion of a
payment to an Executive Officer, whether to be made in cash, shares of Common
Stock or a combination thereof, shall be deferred. Deferrals shall be for such
periods and upon such terms and conditions as the Committee shall determine, as
authorized by the SIP Committee.

        16. Effective Date. The Plan shall become effective on July 24, 1996. No
Award shall be granted hereunder unless and until the Plan has been so adopted.


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