<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                -----------------

                                  FORM 10-K/A-1

/X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 OR

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                FOR THE TRANSITION PERIOD FROM ______ TO ______

                                ----------------
                         COMMISSION FILE NUMBER 1-14328
                                ----------------
                        TRAVELERS PROPERTY CASUALTY CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                                  <C>
                  DELAWARE                                06-1445591
       (STATE OR OTHER JURISDICTION OF                 (I.R.S. EMPLOYER
                INCORPORATION                        IDENTIFICATION NO.)
              OR ORGANIZATION)
</TABLE>

                  ONE TOWER SQUARE, HARTFORD, CONNECTICUT 06183
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
                                 (860) 277-0111
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
                                ----------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<TABLE>
<CAPTION>
                   TITLE OF EACH CLASS               NAME OF EACH EXCHANGE ON WHICH REGISTERED
                   -------------------               -----------------------------------------
<S>                                                      <C>
        CLASS A COMMON STOCK, PAR VALUE $ .01 PER        NEW YORK STOCK EXCHANGE
                          SHARE
             6-3/4% NOTES DUE APRIL 15, 2001             NEW YORK STOCK EXCHANGE
           8.08% TRUST PREFERRED SECURITIES OF           NEW YORK STOCK EXCHANGE
           SUBSIDIARY TRUST (AND REGISTRANT'S
             GUARANTY WITH RESPECT THERETO)
            8% TRUST PREFERRED SECURITIES OF             NEW YORK STOCK EXCHANGE
           SUBSIDIARY TRUST (AND REGISTRANT'S
             GUARANTY WITH RESPECT THERETO)
</TABLE>

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  NONE

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES X  NO
                                      ---   ---

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [X]

THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NONAFFILIATES OF THE
REGISTRANT AS OF MARCH 5, 1997 WAS APPROXIMATELY $2.56 BILLION.

AS OF MARCH 5, 1997, 72,176,747 SHARES OF THE REGISTRANT'S CLASS A COMMON STOCK,
PAR VALUE $ .01 PER SHARE, AND 328,020,170 SHARES OF THE REGISTRANT'S CLASS B
COMMON STOCK, PAR VALUE $.01 PER SHARE, WERE OUTSTANDING.

                     TRAVELERS/AETNA PROPERTY CASUALTY CORP.
                           (FORMER NAME OF REGISTRANT)

                       DOCUMENTS INCORPORATED BY REFERENCE

CERTAIN PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO STOCKHOLDERS FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1996 ARE INCORPORATED BY REFERENCE INTO PART II
OF THIS FORM 10-K/A-1.

CERTAIN PORTIONS OF THE REGISTRANT'S PROXY STATEMENT FOR THE 1997 ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON APRIL 23, 1997 ARE INCORPORATED BY REFERENCE INTO
PART III OF THIS FORM 10-K/A-1.
<PAGE>   2
                              EXPLANATORY NOTE

        This Form 10-K/A-1 is being filed to include as an exhibit to the Form
10-K financial statements for the Travelers Group 401(k) Savings Plan pursuant
to Rule 15d-21 of the Securities Exchange Act of 1934, as amended. Other than
the related additions to the Exhibit Index, the text of Item 14 has not been
amended and speaks as of the date of the original filing of the Form 10-K.


                                       2
<PAGE>   3


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
         REPORTS ON FORM 8-K.

   (a)   Documents filed as a part of the report:

     (1)   Financial Statements. See Index to Consolidated Financial Statements
           and Schedules on page F-1 hereof. Also filed as a part of this report
           are the combined financial statements of Aetna P&C as of December 31,
           1995 and 1994 and for the years ended December 31, 1995, December 31,
           1994 and December 31, 1993, together with the notes thereto and the
           related report of Independent Accountants. See Exhibit 99.01.

      (2)  Financial Statement Schedules. See Index to Consolidated Financial
           Statements and Schedules on page F-1 hereof.

      (3)  Exhibits:

           See Exhibit Index.

   (b)   Reports on Form 8-K:

         On October 8, 1996, the Company filed a Current Report on Form 8-K
         dated October 4, 1996, filing certain exhibits under Item 7 thereof
         relating to the offer and sale of the Company's 6 1/4% Notes due
         October 1, 1999.

         On November 14, 1996, the Company filed a Current Report on Form 8-K
         dated November 12, 1996, filing certain exhibits under Item 7 thereof
         relating to the offer and sale of the Company's 6 3/4% Notes due
         November 15, 2006.

         No other reports on Form 8-K were filed during the fourth quarter of
         1996; however, on January 21, 1997, the Company filed a Current Report
         on Form 8-K dated January 21, 1997, reporting under Item 5 thereof
         certain additional financial information for the three months and the
         year ended December 31, 1996, and on February 10, 1997, the Company
         filed a Current Report on Form 8-K dated February 10, 1997, reporting
         under Item 5 thereof certain additional financial information as of
         December 31, 1996.


                                       3
<PAGE>   4
                                 EXHIBIT INDEX
                                 -------------
<TABLE>
<CAPTION>
     EXHIBIT                                                                      FILING
     NUMBER       DESCRIPTION OF EXHIBIT                                          METHOD
     -------      ----------------------                                          ------
<S>               <C>                                                             <C>
       3.01       Restated Certificate of Incorporation of Travelers Property     
                  Casualty Corp. (formerly Travelers/Aetna Property Casualty
                  Corp.) (the "Company"), Certificate of Designations, Powers,
                  Preferences and Rights of 7.5% Redeemable Preferred Stock,
                  Series Z, of the Company, and Certificate of Amendment to the
                  Restated Certificate of Incorporation.

       3.02       Restated By-Laws of the Company, effective March 29, 1996,
                  incorporated by reference to Exhibit 3.2 to the Company's Form
                  S-1.

       4.01       Intercompany Agreement, dated as of April 2, 1996, between
                  Travelers Group Inc. and the Company, incorporated by
                  reference to Exhibit 4.1 to the Company's Form S-1.

       4.02       Shareholders Agreement, dated as of April 2, 1996, by and
                  among the Company, Aetna Life and Casualty Company, J.P.
                  Morgan Capital Corporation, The Trident Partnership L.P. and
                  Fund American Enterprises Holdings, Inc., incorporated by
                  reference to Exhibit 4.2 to the Company's Form S-1.

   10.01.1        Stock Purchase Agreement, dated as of November 28, 1995,
                  between The Travelers Insurance Group Inc. and Aetna Life and
                  Casualty Company, incorporated by reference to Exhibit 10.1 to
                  the Annual Report on Form 10-K of Aetna Life and Casualty
                  Company for the fiscal year ended December 31, 1995 (File No.
                  1-5704).

   10.01.2        Assignment of Stock Purchase Agreement, dated as of March 22,
                  1996, between the Company and The Travelers Insurance Group
                  Inc., incorporated by reference to Exhibit 2.2 to the
                  Company's Form S-1.


   10.01.3        Amendment to Stock Purchase Agreement, dated as of April 2,
                  1996, between the Company and Aetna Life and
</TABLE>


                                       4

<PAGE>   5
<TABLE>
<CAPTION>
     EXHIBIT                                                                      FILING
     NUMBER       DESCRIPTION OF EXHIBIT                                          METHOD
     -------      ----------------------                                          ------
<S>               <C>                                                             <C>

                  Casualty Company, incorporated by reference to Exhibit 2.3 to
                  the Company's Form S-1.

     10.02*       Travelers Property Casualty Corp. Capital Accumulation Plan
                  (as amended through September 1, 1996), incorporated by
                  reference to Exhibit 10.01 to the Company's Quarterly Report
                  on Form 10-Q for the fiscal quarter ended September 30, 1996
                  (File No. 1-14328) (the "Company's 9/30/96 10-Q").

     10.03*       Travelers Property Casualty Corp. 1996 Executive Option Plan    
                  (as amended through March 7, 1997).

     10.04*       Travelers Property Casualty Corp. Executive                     
                  Performance Compensation Plan (as amended through 
                  March 7, 1997).

     10.05*       Travelers Property Casualty Corp. 1996 Deferred Compensation
                  Plan for Non-Employee Directors (as amended through September
                  25, 1996), incorporated by reference to Exhibit 10.02 to the
                  Company's 9/30/96 10-Q.

     10.06*       Travelers Group Capital Accumulation Plan (as
                  amended through September 25, 1996),
                  incorporated by reference to Exhibit 10.03 to
                  the Quarterly Report on Form 10-Q of Travelers
                  Group Inc. for the fiscal quarter ended
                  September 30, 1996 (File No. 1-9924) (the "TRV
                  9/30/96 10-Q").

   10.07.1*       Travelers Group Stock Option Plan (as amended
                  and restated as of April 24, 1996),
                  incorporated by reference to Exhibit 10.02.1 to
                  the Annual Report on Form 10-K of Travelers
                  Group Inc. for the fiscal year ended December
                  31, 1996 (File No. 1-9924).

   10.07.2*       Amendment No. 14 to the Travelers Group Stock
                  Option Plan, incorporated by reference to
                  Exhibit 10.01 to the TRV 9/30/96 10-Q.

     10.08*       Travelers Group 1996 Stock Incentive Plan (as
                  amended
</TABLE>


                                       5

<PAGE>   6
<TABLE>
<CAPTION>
     EXHIBIT                                                                      FILING
     NUMBER       DESCRIPTION OF EXHIBIT                                          METHOD
     -------      ----------------------                                          ------
<S>               <C>                                                             <C>
                  through November 22, 1996), incorporated by reference to
                  Exhibit 10.03 to the Annual Report on Form 10-K of Travelers
                  Group Inc. for the fiscal year ended December 31, 1996 (File
                  No. 1-9924).

     10.09*       Retirement Benefit Equalization Plan of Travelers Group Inc.
                  (as amended and restated as of January 1, 1994) incorporated 
                  by reference to Exhibit 10.04 to the Annual Report on 
                  Form 10-K of Travelers Group Inc. for the fiscal year ended 
                  December 31, 1996 (File No. 1-9924).

     10.10        License Agreement, dated November 28, 1995, by and between
                  Aetna Life and Casualty Company and The Aetna Casualty and
                  Surety Company and The Standard Fire Insurance Company,
                  incorporated by reference to Exhibit 10.7 to the Company's
                  Form S-1.


     10.11*       The Travelers Corporation Supplemental Benefit Plan, effective
                  December 20, 1992, incorporated by reference to Exhibit 10(d)
                  to the Annual Report on Form 10-K of The Travelers Corporation
                  ("old Travelers") for the fiscal year ended December 31, 1992
                  (File No. 1-5799).

     10.12        TAPC Tax Allocation Agreement, effective as of
                  January 1, 1996 between Travelers Group Inc.
                  and the Company, incorporated by reference to
                  Exhibit 10.9 to the Company's Form S-1.

     10.13        Lease for office space at City Place, dated March 28, 1996, by
                  and between Aetna Life and Casualty Company and The Travelers
                  Indemnity Company, incorporated by reference to Exhibit 10.10
                  to the Company's Form S-1.

     10.14        Lease for office space in Hartford,    
                  Connecticut, dated as of April 2, 1996, by and
                  between The Travelers Insurance Company and The
                  Travelers Indemnity Company.

     10.15*       Letter Agreement, dated November 17, 1996,   
                  between the Company and Stanton F. Long.

     10.16*       Letter Agreement, dated April 12, 1996, between the Company
                  and James M. Michener, incorporated by reference to Exhibit
                  10.01 to the Company's Quarterly
</TABLE>


                                       6
<PAGE>   7
<TABLE>
<CAPTION>
     EXHIBIT                                                                      FILING
     NUMBER       DESCRIPTION OF EXHIBIT                                          METHOD
     -------      ----------------------                                          ------
<S>               <C>                                                             <C>

                  Report on Form 10-Q for the
                  fiscal quarter ended June 30, 1996 (File No. 1-14328).

      10.17*      Letter Agreement, dated as of December 12, 1995, between
                  Travelers Insurance Companies and William Hannon, incorporated
                  by reference to Exhibit 10.12 to the Company's Form S-1.

      10.18*      Employment Agreement, dated as of October 27, 1995, between
                  Aetna Life and Casualty Company and Robert P. Restrepo, as
                  assumed by the Company, incorporated by reference to Exhibit
                  10.13 to the Company's Form S-1.

      10.19*      Employment Agreement, dated as of October 27, 1995, between
                  Aetna Life and Casualty Company and Joseph P. Kiernan, as
                  assumed by the Company, incorporated by reference to Exhibit
                  10.14 to the Company's Form S-1.

      10.20*      Employment Agreement, dated as of December 31,
                  1993, between The Travelers Insurance Group,
                  Inc. and Ronald E. Foley, incorporated by
                  reference to Exhibit 10.15 to the Company's
                  Form S-1.

      10.21*      The Travelers Corporation TESIP Restoration and Non-Qualified
                  Savings Plan, effective January 1, 1991, incorporated by
                  reference to Exhibit 10(e) to the Annual Report on Form 10-K
                  of old Travelers for the fiscal year ended December 31, 1991
                  (File No. 1-5799).

      11.01       Computation of Earnings Per Share.                            

      12.01       Computation of Ratio of Earnings to Fixed                     
                  Charges.

      13.01       Pages 17 through 55 of the 1996 Annual Report to              
                  Stockholders of the Company (pagination of exhibit does not
                  correspond to pagination in the 1996 Annual Report to
                  Stockholders).

      21.01       Subsidiaries of the Registrant.                               

      23.01       Consent of KPMG Peat Marwick LLP, Independent Certified       
                  Public Accountants.

      23.02       Consent of KPMG Peat Marwick LLP, Independent Certified       
                  Public Accountants.
</TABLE>


                                       7
                                       
<PAGE>   8
<TABLE>
<CAPTION>
     EXHIBIT                                                                      FILING
     NUMBER       DESCRIPTION OF EXHIBIT                                          METHOD
     -------      ----------------------                                          ------
<S>               <C>                                                             <C>
      23.03**     Accountants' consent to incorporation by reference of           Electronic
                  report filed with Exhibit 99.05.

      24.01       Powers of Attorney.                                 

      27.01       Financial Data Schedule.                            

      99.01       Combined Financial Statements of The Aetna          
                  Casualty and Surety Company and The Standard
                  Fire Insurance Company as of December 31, 1995
                  and 1994 and for the years ended December 31, 1995, 
                  December 31, 1994 and December 31, 1993, together 
                  with the notes thereto and the related reports of 
                  Independent Accountants.

      99.02       The fifth full paragraph on page 90 of the          
                  Company's Prospectus dated April 22, 1996.

      99.03       The paragraph that begins on page 90 and ends       
                  on page 91 of the Company's Prospectus dated
                  April 22, 1996, the first paragraph on page 24
                  of the Company's Quarterly Report on Form 10-Q
                  for the fiscal quarter ended June 30, 1996 and
                  the first paragraph on page 25 of the Company's
                  9/30/96 10-Q.

      99.04       The second full paragraph on page 91 of the         
                  Company's Prospectus dated April 22, 1996.

      99.05**     1996 Financial Statements of Travelers Group 401(k) 
                  Savings Plan, incorporated by reference to Exhibit 
                  99.07 to the Annual Report on Form 10-K/A-1 of 
                  Travelers Group Inc. for the fiscal year ended
                  December 31, 1996 (File No. 1-9924).
</TABLE>


The total amount of securities authorized pursuant to any instrument defining
rights of holders of long-term debt of the Company does not exceed 10% of the
total assets of the Company and its consolidated subsidiaries. The Company will
furnish copies of any such instrument to the Commission upon request.

The financial statements required by Form 11-K for 1996 for the Travelers Group
401(k) Savings Plan are being filed as an exhibit to this Form 10-K/A-1 pursuant
to Rule 15d-21 of the Securities Exchange Act of 1934, as amended.

Copies of any of the exhibits referred to above will be furnished at a cost of
$.25 per page (although no charge will be made for the 1996 Annual Report on
Form 10-K) to security holders who make written request therefor to Corporate
Communications, Travelers Property Casualty Corp., One Tower Square, Hartford,
Connecticut 06183.

-------------------
* Denotes a management contract or compensatory plan or arrangement required to
be filed as an exhibit pursuant to Item 14(c) of Form 10-K.

** Filed with Form 10-K/A-1.

Except as otherwise indicated, all other exhibits were filed with the initial
filing of the Form 10-K.

                                       8

<PAGE>   9
                                   SIGNATURE

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 26th day of
June, 1997.

                                    TRAVELERS PROPERTY CASUALTY CORP.
                                    (Registrant)

                                    By:  /s/ William P. Hannon
                                         --------------------------------------
                                         William P. Hannon
                                         Chief Financial Officer



                                       9


<PAGE>   10
                                 EXHIBIT INDEX
                                 -------------
<TABLE>
<CAPTION>
     EXHIBIT                                                                      FILING
     NUMBER       DESCRIPTION OF EXHIBIT                                          METHOD
     -------      ----------------------                                          ------
<S>               <C>                                                             <C>
       3.01       Restated Certificate of Incorporation of Travelers Property     
                  Casualty Corp. (formerly Travelers/Aetna Property Casualty
                  Corp.) (the "Company"), Certificate of Designations, Powers,
                  Preferences and Rights of 7.5% Redeemable Preferred Stock,
                  Series Z, of the Company, and Certificate of Amendment to the
                  Restated Certificate of Incorporation.

       3.02       Restated By-Laws of the Company, effective March 29, 1996,
                  incorporated by reference to Exhibit 3.2 to the Company's Form
                  S-1.

       4.01       Intercompany Agreement, dated as of April 2, 1996, between
                  Travelers Group Inc. and the Company, incorporated by
                  reference to Exhibit 4.1 to the Company's Form S-1.

       4.02       Shareholders Agreement, dated as of April 2, 1996, by and
                  among the Company, Aetna Life and Casualty Company, J.P.
                  Morgan Capital Corporation, The Trident Partnership L.P. and
                  Fund American Enterprises Holdings, Inc., incorporated by
                  reference to Exhibit 4.2 to the Company's Form S-1.

   10.01.1        Stock Purchase Agreement, dated as of November 28, 1995,
                  between The Travelers Insurance Group Inc. and Aetna Life and
                  Casualty Company, incorporated by reference to Exhibit 10.1 to
                  the Annual Report on Form 10-K of Aetna Life and Casualty
                  Company for the fiscal year ended December 31, 1995 (File No.
                  1-5704).

   10.01.2        Assignment of Stock Purchase Agreement, dated as of March 22,
                  1996, between the Company and The Travelers Insurance Group
                  Inc., incorporated by reference to Exhibit 2.2 to the
                  Company's Form S-1.


   10.01.3        Amendment to Stock Purchase Agreement, dated as of April 2,
                  1996, between the Company and Aetna Life and
</TABLE>



<PAGE>   11
<TABLE>
<CAPTION>
     EXHIBIT                                                                      FILING
     NUMBER       DESCRIPTION OF EXHIBIT                                          METHOD
     -------      ----------------------                                          ------
<S>               <C>                                                             <C>

                  Casualty Company, incorporated by reference to Exhibit 2.3 to
                  the Company's Form S-1.

     10.02*       Travelers Property Casualty Corp. Capital Accumulation Plan
                  (as amended through September 1, 1996), incorporated by
                  reference to Exhibit 10.01 to the Company's Quarterly Report
                  on Form 10-Q for the fiscal quarter ended September 30, 1996
                  (File No. 1-14328) (the "Company's 9/30/96 10-Q").

     10.03*       Travelers Property Casualty Corp. 1996 Executive Option Plan    
                  (as amended through March 7, 1997).

     10.04*       Travelers Property Casualty Corp. Executive                     
                  Performance Compensation Plan (as amended through 
                  March 7, 1997).

     10.05*       Travelers Property Casualty Corp. 1996 Deferred Compensation
                  Plan for Non-Employee Directors (as amended through September
                  25, 1996), incorporated by reference to Exhibit 10.02 to the
                  Company's 9/30/96 10-Q.

     10.06*       Travelers Group Capital Accumulation Plan (as
                  amended through September 25, 1996),
                  incorporated by reference to Exhibit 10.03 to
                  the Quarterly Report on Form 10-Q of Travelers
                  Group Inc. for the fiscal quarter ended
                  September 30, 1996 (File No. 1-9924) (the "TRV
                  9/30/96 10-Q").

   10.07.1*       Travelers Group Stock Option Plan (as amended
                  and restated as of April 24, 1996),
                  incorporated by reference to Exhibit 10.02.1 to
                  the Annual Report on Form 10-K of Travelers
                  Group Inc. for the fiscal year ended December
                  31, 1996 (File No. 1-9924).

   10.07.2*       Amendment No. 14 to the Travelers Group Stock
                  Option Plan, incorporated by reference to
                  Exhibit 10.01 to the TRV 9/30/96 10-Q.

     10.08*       Travelers Group 1996 Stock Incentive Plan (as
                  amended
</TABLE>



<PAGE>   12
<TABLE>
<CAPTION>
     EXHIBIT                                                                      FILING
     NUMBER       DESCRIPTION OF EXHIBIT                                          METHOD
     -------      ----------------------                                          ------
<S>               <C>                                                             <C>
                  through November 22, 1996), incorporated by reference to
                  Exhibit 10.03 to the Annual Report on Form 10-K of Travelers
                  Group Inc. for the fiscal year ended December 31, 1996 (File
                  No. 1-9924).

     10.09*       Retirement Benefit Equalization Plan of Travelers Group Inc.
                  (as amended and restated as of January 1, 1994) incorporated 
                  by reference to Exhibit 10.04 to the Annual Report on 
                  Form 10-K of Travelers Group Inc. for the fiscal year ended 
                  December 31, 1996 (File No. 1-9924).

     10.10        License Agreement, dated November 28, 1995, by and between
                  Aetna Life and Casualty Company and The Aetna Casualty and
                  Surety Company and The Standard Fire Insurance Company,
                  incorporated by reference to Exhibit 10.7 to the Company's
                  Form S-1.


     10.11*       The Travelers Corporation Supplemental Benefit Plan, effective
                  December 20, 1992, incorporated by reference to Exhibit 10(d)
                  to the Annual Report on Form 10-K of The Travelers Corporation
                  ("old Travelers") for the fiscal year ended December 31, 1992
                  (File No. 1-5799).

     10.12        TAPC Tax Allocation Agreement, effective as of
                  January 1, 1996 between Travelers Group Inc.
                  and the Company, incorporated by reference to
                  Exhibit 10.9 to the Company's Form S-1.

     10.13        Lease for office space at City Place, dated March 28, 1996, by
                  and between Aetna Life and Casualty Company and The Travelers
                  Indemnity Company, incorporated by reference to Exhibit 10.10
                  to the Company's Form S-1.

     10.14        Lease for office space in Hartford,    
                  Connecticut, dated as of April 2, 1996, by and
                  between The Travelers Insurance Company and The
                  Travelers Indemnity Company.

     10.15*       Letter Agreement, dated November 17, 1996,   
                  between the Company and Stanton F. Long.

     10.16*       Letter Agreement, dated April 12, 1996, between the Company
                  and James M. Michener, incorporated by reference to Exhibit
                  10.01 to the Company's Quarterly
</TABLE>


                                       
<PAGE>   13
<TABLE>
<CAPTION>
     EXHIBIT                                                                      FILING
     NUMBER       DESCRIPTION OF EXHIBIT                                          METHOD
     -------      ----------------------                                          ------
<S>               <C>                                                             <C>

                  Report on Form 10-Q for the
                  fiscal quarter ended June 30, 1996 (File No. 1-14328).

      10.17*      Letter Agreement, dated as of December 12, 1995, between
                  Travelers Insurance Companies and William Hannon, incorporated
                  by reference to Exhibit 10.12 to the Company's Form S-1.

      10.18*      Employment Agreement, dated as of October 27, 1995, between
                  Aetna Life and Casualty Company and Robert P. Restrepo, as
                  assumed by the Company, incorporated by reference to Exhibit
                  10.13 to the Company's Form S-1.

      10.19*      Employment Agreement, dated as of October 27, 1995, between
                  Aetna Life and Casualty Company and Joseph P. Kiernan, as
                  assumed by the Company, incorporated by reference to Exhibit
                  10.14 to the Company's Form S-1.

      10.20*      Employment Agreement, dated as of December 31,
                  1993, between The Travelers Insurance Group,
                  Inc. and Ronald E. Foley, incorporated by
                  reference to Exhibit 10.15 to the Company's
                  Form S-1.

      10.21*      The Travelers Corporation TESIP Restoration and Non-Qualified
                  Savings Plan, effective January 1, 1991, incorporated by
                  reference to Exhibit 10(e) to the Annual Report on Form 10-K
                  of old Travelers for the fiscal year ended December 31, 1991
                  (File No. 1-5799).

      11.01       Computation of Earnings Per Share.                            

      12.01       Computation of Ratio of Earnings to Fixed                     
                  Charges.

      13.01       Pages 17 through 55 of the 1996 Annual Report to              
                  Stockholders of the Company (pagination of exhibit does not
                  correspond to pagination in the 1996 Annual Report to
                  Stockholders).

      21.01       Subsidiaries of the Registrant.                               

      23.01       Consent of KPMG Peat Marwick LLP, Independent Certified       
                  Public Accountants.

      23.02       Consent of KPMG Peat Marwick LLP, Independent Certified       
                  Public Accountants.
</TABLE>


                                       

<PAGE>   14
<TABLE>
<CAPTION>
     EXHIBIT                                                                      FILING
     NUMBER       DESCRIPTION OF EXHIBIT                                          METHOD
     -------      ----------------------                                          ------
<S>               <C>                                                             <C>
      23.03**     Accountants' consent to incorporation by reference of           Electronic
                  report filed with Exhibit 99.05.

      24.01       Powers of Attorney.                                 

      27.01       Financial Data Schedule.                            

      99.01       Combined Financial Statements of The Aetna          
                  Casualty and Surety Company and The Standard
                  Fire Insurance Company as of December 31, 1995
                  and 1994 and for the years ended December 31, 1995, 
                  December 31, 1994 and December 31, 1993, together 
                  with the notes thereto and the related reports of 
                  Independent Accountants.

      99.02       The fifth full paragraph on page 90 of the          
                  Company's Prospectus dated April 22, 1996.

      99.03       The paragraph that begins on page 90 and ends       
                  on page 91 of the Company's Prospectus dated
                  April 22, 1996, the first paragraph on page 24
                  of the Company's Quarterly Report on Form 10-Q
                  for the fiscal quarter ended June 30, 1996 and
                  the first paragraph on page 25 of the Company's
                  9/30/96 10-Q.

      99.04       The second full paragraph on page 91 of the         
                  Company's Prospectus dated April 22, 1996.

      99.05**     1996 Financial Statements of Travelers Group 401(k) 
                  Savings Plan, incorporated by reference to Exhibit 
                  99.07 to the Annual Report on Form 10-K/A-1 of 
                  Travelers Group Inc. for the fiscal year ended
                  December 31, 1996 (File No. 1-9924).
</TABLE>


The total amount of securities authorized pursuant to any instrument defining
rights of holders of long-term debt of the Company does not exceed 10% of the
total assets of the Company and its consolidated subsidiaries. The Company will
furnish copies of any such instrument to the Commission upon request.

The financial statements required by Form 11-K for 1996 for the Travelers Group
401(k) Savings Plan are being filed as an exhibit to this Form 10-K/A-1 pursuant
to Rule 15d-21 of the Securities Exchange Act of 1934, as amended.

Copies of any of the exhibits referred to above will be furnished at a cost of
$.25 per page (although no charge will be made for the 1996 Annual Report on
Form 10-K) to security holders who make written request therefor to Corporate
Communications, Travelers Property Casualty Corp., One Tower Square, Hartford,
Connecticut 06183.

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* Denotes a management contract or compensatory plan or arrangement required to
be filed as an exhibit pursuant to Item 14(c) of Form 10-K.

** Filed with Form 10-K/A-1.

Except as otherwise indicated, all other exhibits were filed with the initial
filing of the Form 10-K.