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                                                                    Exhibit 3.01


                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                     TRAVELERS/AETNA PROPERTY CASUALTY CORP.

            (Pursuant to Sections 242 and 245 of the Delaware General
                                Corporation Law)

                  Travelers/Aetna Property Casualty Corp., a corporation
organized and existing under the laws of the State of Delaware (the
"Corporation"), does hereby certify as follows:

                  1. The name of the Corporation is Travelers/Aetna Property
Casualty Corp. The name under which the Corporation was originally incorporated
was Travelers P&C Holdings Inc. and the original Certificate of Incorporation
was filed with the Secretary of State on January 3, 1996.

                  2. This Restated Certificate of Incorporation restates and
integrates and also further amends the Certificate of Incorporation of the
Corporation, as heretofore amended. This Restated Certificate of Incorporation
was proposed by the Board of Directors and duly adopted by the sole stockholder
of the Corporation in the manner and by the vote prescribed by Sections 228, 242
and 245 of the General Corporation Law of the State of Delaware. The text of the
Certificate of Incorporation, as so amended and restated is as follows:

                  FIRST: The name of the Corporation is: Travelers/Aetna
Property Casualty Corp. (hereinafter the "Corporation").

                  SECOND: The address of the registered office of the
Corporation in the State of Delaware is 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at that
address is The Corporation Trust Company.

                  THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware as set forth in Title 8 of the
Delaware Code (the "GCL").
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                  FOURTH: A. Authorized Shares. The total number of shares of
stock which the Corporation shall have the authority to issue is 1,425,000,000
shares consisting of 700,000,000 shares of Class A common stock with a par value
of $.01 per share (the "Class A Common Stock"), 700,000,000 shares of Class B
common stock with a par value of $.01 per share (the "Class B Common Stock" and,
together with the Class A Common Stock, the "Common Stock"), and 25,000,000
shares of preferred stock with a par value of $.10 per share (the "Preferred
Stock"). The number of authorized shares of Class A Common Stock or Class B
Common Stock may be increased or decreased (but not below the number of shares
of Class A Common Stock or Class B Common Stock then outstanding) by the
affirmative vote of a majority of the aggregate voting power of the outstanding
shares of Class A Common Stock and Class B Common Stock, voting together without
regard to class.

                  Effective upon the filing of this Restated Certificate of
Incorporation with the Secretary of State, each share of Common Stock, par value
$.01 per share, of the Corporation outstanding as of the close of business on
the day prior to the date of such filing shall be reclassified on a basis of one
share of Class B Common Stock for each share of Common Stock outstanding and,
accordingly, each share of Common Stock outstanding as of the close of business
on the day prior to the date of such filing, each having a par value of $.01 per
share, shall, without further action by the Corporation or any stockholder, be
deemed to represent one share of Class B Common Stock, par value $.01 per share.

                  B. Ranking. The powers, preferences and rights of the Class A
Common Stock and Class B Common Stock, and the qualifications, limitations and
restrictions thereof, shall be in all respects identical, except as otherwise
required by law or expressly provided in this Restated Certificate of
Incorporation.

                  C. Voting. Except as otherwise required by law or in this
Restated Certificate of Incorporation, with respect to all matters upon which
stockholders are entitled to vote or to which stockholders are entitled to give
consent, the holders of any outstanding shares of the Class A Common Stock and
the holders of any outstanding shares of Class B Common Stock shall vote
together without regard to class, and every holder of the Class A


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Common Stock shall be entitled to cast thereon one (1) vote in person or by
proxy for each share of the Class A Common Stock standing in such holder's name,
and every holder of the Class B Common Stock shall be entitled to cast thereon
ten (10) votes in person or by proxy for each share of Class B Common Stock
standing in such holder's name.

                  D. Amendments Affecting Stock. So long as any shares of Class
A Common Stock are outstanding, the Corporation shall not, without the
affirmative vote of at least a majority (or such higher percentage, if any, as
may then be required by applicable law) of the outstanding shares of Class A
Common Stock voting as a single class, (i) amend, alter or repeal any provision
of Sections B through K of this Article FOURTH so as to affect adversely the
relative rights, preferences, qualifications, limitations or restrictions of the
Class A Common Stock as compared to those of the Class B Common Stock or (ii)
take any other action upon which class voting is required by law.

                  E. Dividends; Changes in Stock. No dividend or distribution
may be declared or paid on any share of Class A Common Stock unless a dividend
or distribution, payable in the same consideration and manner, is simultaneously
declared or paid, as the case may be, on each share of Class B Common Stock, nor
shall any dividend or distribution be declared or paid on any share of Class B
Common Stock unless a dividend or distribution, payable in the same
consideration and manner, is simultaneously declared or paid, as the case may
be, on each share of Class A Common Stock, in each case without preference or
priority of any kind; provided, however, that if dividends are declared that are
payable in shares of Class A Common Stock or in Class B Common Stock or in
rights, options, warrants or other securities convertible into or exchangeable
for shares of Class A Common Stock or Class B Common Stock, dividends shall be
declared that are payable at the same rate on both classes of Common Stock and
the dividends payable in shares of Class A Common Stock or in rights, options,
warrants or other securities convertible into or exchangeable for shares of
Class A Common Stock shall be payable to holders of Class A Common Stock and the
dividends payable in shares of


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Class B Common Stock or in rights, options, warrants or other securities
convertible into or exchangeable for shares of Class B Common Stock shall be
payable to holders of Class B Common Stock. If the Corporation in any manner
subdivides or combines the outstanding shares of Class B Common Stock, the
outstanding shares of the Class A Common Stock shall be proportionately
subdivided or combined, as the case may be. Similarly, if the Corporation in any
manner subdivides or combines the outstanding shares of Class A Common Stock,
the outstanding shares of the Class B Common Stock shall be proportionately
subdivided or combined, as the case may be.

                  F. Optional Conversion. (i) Each share of Class B Common Stock
shall be convertible at any time while beneficially owned by Travelers (as
defined in Article SEVENTH hereof) or a Class B Transferee (as defined below),
if any, at the option of the holder thereof into one share of Class A Common
Stock, subject to adjustment as provided in paragraph (iv) of this Section F and
subject to the conditions and limitations described below and in the manner
described below; provided, however, that following the disposition of Class B
Common Stock beneficially owned by Travelers Group Inc. ("Travelers Group") or a
Class B Transferee (as defined in Section G below) effected in connection with a
transfer of such Class B Common Stock to stockholders of Travelers Group or
stockholders of a Class B Transferee, as the case may be, as a spin-off,
split-off or split-up which is intended to be on a tax-free basis (a "Tax-Free
Spin-Off") under the United States Internal Revenue Code of 1986, as amended
(the "Code"), no shares of Class B Common Stock shall be so convertible into
shares of Class A Common Stock at the option of the holder thereof from and
after the date of such disposition.

                  (ii) In order to convert shares of Class B Common Stock into
Class A Common Stock pursuant to this Section F, the holder thereof shall
surrender to the Corporation the certificate or certificates therefor, duly
endorsed or assigned to the Corporation or in blank, and give written notice to
the Corporation that he elects to convert such shares. Such notice shall be
dated and received by the Corporation at least one business day prior to the
date fixed for conversion and shall state (a) the number of shares of Class B
Common Stock to be converted, (b) the date fixed for conversion, (c) the
denominations in which the shares of Class A Common Stock issuable upon such
conversion are to be issued, (d) the


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name in which the shares of Class A Common Stock are to be registered, if
different from the registered holder of the Class B Common Stock being converted
and (e) the name and address of the registered holder requesting such
conversion.

                  (iii) Shares of Class B Common Stock shall be deemed to have
been converted immediately prior to the close of business on the day of the
surrender of such shares for conversion in accordance with the foregoing
provisions, and the person or persons entitled to receive Class A Common Stock
issuable upon such conversion shall be treated for all purposes as the record
holder or holders of such Class A Common Stock at such time. As promptly as
practicable on or after the conversion date, the Corporation shall issue and
shall deliver a certificate or certificates for the number of shares of Class A
Common Stock issuable upon such conversion to the person or persons entitled to
receive the same.

                  (iv) If there occurs any capital reorganization or any
reclassification of the capital stock of the Corporation (other than a
subdivision or combination described in Section E or pursuant to a merger or
consolidation referred to in Section I), each share of Class B Common Stock
shall thereafter be convertible into, in lieu of one share of Class A Common
Stock, the same kind and amounts of securities or other assets, or both, which
were issuable or distributable to the holders of shares of outstanding Class A
Common Stock of the Corporation upon such reorganization or reclassification in
respect to that number of shares of Class A Common Stock into which such share
of Class B Common Stock would have been converted had such share of Class B
Common Stock been converted into Class A Common Stock immediately prior to such
reorganization or reclassification.

                  (v) Upon any event described in paragraph (iv) above, the
Corporation shall promptly mail to each holder of Class B Common Stock a notice
which shall describe such event and the change in the number of shares or other
assets or securities issuable upon the conversion of Class B Common Stock,
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.


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                  (vi) The Corporation will pay any and all taxes that may be
payable in respect of the issue or delivery of shares of Class A Common Stock on
conversion of the Class B Common Stock pursuant hereto. The Corporation shall
not, however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of shares of Class A Common Stock in
a name other than that in which the shares of Class B Common Stock so converted
were registered, and no such issue or delivery shall be made unless and until
the person requesting such issue has paid to the Corporation the amount of any
such tax, or has established to the satisfaction of the Corporation that such
tax has been paid.

                  G. Automatic Conversion. (i) Except as otherwise provided in
subsections (ii) and (iii) below, upon any issuance by the Corporation, or any
sale or other transfer by a stockholder of the Corporation, of shares of Class B
Common Stock, of rights, options or warrants to purchase Class B Common Stock or
of securities convertible into or exchangeable for shares of Class B Common
Stock to any person or persons other than Travelers (as defined in Article
SEVENTH hereof) or a Class B Transferee, including, without limitation, pursuant
to any private placement or public sale of such shares (including a public
offering registered under the Securities Act of 1933 and a sale pursuant to Rule
144 under the Securities Act of 1933 or any similar rule then in force), such
shares shall automatically convert into an equal number of shares of Class A
Common Stock (with the same rights and restrictions as shares of Class A Common
Stock generally), and such rights, options, warrants or convertible or
exchangeable securities shall automatically convert into rights, options or
warrants to purchase Class A Common Stock or securities convertible into or
exchangeable for shares of Class A Common Stock (otherwise with terms identical
to the rights, options, warrants or convertible or exchangeable securities that
so automatically convert), in each case, without any further action on the part
of the Corporation or any other person, and the certificates representing such
shares, rights, options, warrants or convertible or exchangeable securities
shall be deemed to represent shares of Class A Common Stock, rights, options or
warrants to purchase shares of Class A Common Stock or securities convertible
into or exchangeable for shares of Class A Common Stock,


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as the case may be. For purposes of this Section G: (a) a "person" shall mean a
corporation, a trust, a limited liability company, an association, a
partnership, a joint venture, an organization, a business, an individual, a
government or a subdivision thereof or a governmental agency and (b) the term
"transfer" shall not include a bona fide pledge of shares of Class B Common
Stock.

                  (ii) Notwithstanding the foregoing, if shares of Class B
Common Stock representing more than 50% of all of the then outstanding shares of
Common Stock are transferred by Travelers in a single transaction, or series of
related transactions, to one person (other than an underwriter of such stock in
connection with a bona fide underwriting of such stock), or group of affiliated
persons, that is not an affiliate (within the meaning of the rules and
regulations under the Securities Act of 1933) of Travelers (together with any
wholly owned subsidiary of such transferee to whom such transferee transfers all
or a portion of such shares of Class B Common Stock, a "Class B Transferee")
such shares of Class B Common Stock so transferred shall not automatically
convert into shares of Class A Common Stock upon such transfer. Any shares of
Class B Common Stock retained by Travelers following any such transfer to a
Class B Transferee shall automatically convert into shares of Class A Common
Stock upon such transfer without any further action by the Corporation or any
other person and the certificates representing such shares shall be deemed to
represent shares of Class A Common Stock.

                  (iii) Notwithstanding the foregoing, (a) if shares of Class B
Common Stock are transferred to stockholders of Travelers Group or stockholders
of a Class B Transferee in a Tax-Free Spin-Off, each share of Class B Common
Stock so transferred shall not automatically convert into shares of Class A
Common Stock upon such transfer and (b) following a Tax-Free Spin-Off, all
outstanding shares of Class B Common Stock shall not automatically convert into
shares of Class A Common Stock upon the transfer thereof by any holder thereof;
provided, however, that all outstanding shares of Class B Common Stock shall
automatically convert into shares of Class A Common Stock on the fifth
anniversary of a Tax-Free Spin-Off, unless prior to the occurrence of such
Tax-Free Spin-Off, Travelers Group or the Class B Transferee, as the case may
be, delivers to the Corporation a written opinion


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reasonably satisfactory to the Corporation (which, in the case of Travelers
Group, may include, without limitation, an opinion of Travelers Group's Chief
Accounting Officer or Vice President of Taxes) to the effect that such
conversion would preclude Travelers Group or the Class B Transferee, as the case
may be, from obtaining a favorable ruling from the Internal Revenue Service that
such transfer of Class B Common Stock would be a Tax-Free Spin-Off. If such an
opinion is received, such Class B Common Stock shall not automatically convert
into Class A Common Stock on such fifth anniversary date and the Corporation
shall cause approval of such conversion to be submitted to a vote of the holders
of the Common Stock as soon as practicable after the fifth anniversary of the
Tax-Free Spin-Off unless Travelers Group or the Class B Transferee, as the case
may be, delivers to the Corporation a written opinion reasonably satisfactory to
the Corporation (which, in the case of Travelers Group, may include, without
limitation, an opinion of Travelers Group's Chief Accounting Officer or Vice
President of Taxes) prior to such fifth anniversary to the effect that such vote
would adversely affect the status of the Tax-Free Spin-Off as tax free under the
Code. Approval of such conversion shall require the affirmative vote of the
holders of a majority of the shares of Common Stock present and voting, voting
together without regard to class, with each share entitled to one vote for such
purpose.

                  H. Liquidation. Shares of Class B Common Stock shall rank pari
passu with the Class A Common Stock as to distribution of assets in the event of
any liquidation, dissolution or winding up of the affairs of the Corporation.

                  I. Reorganization or Merger. In the event of a merger or
consolidation of the Corporation with or into another entity (whether or not the
Corporation is the surviving entity), the holders of each share of Class A
Common Stock and Class B Common Stock shall be entitled to receive the same per
share consideration as the per share consideration, if any, received by the
holders of each share of such other class of stock.

                  J. Status of Converted Stock. Any shares of Class B Common
Stock that shall have been converted into Class A Common Stock at any time
pursuant to the provi-


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sions of Section F or Section G of this Article FOURTH shall, after such
conversion, be cancelled and shall not be reissued.

                  K. Reservation. The Corporation shall at all times reserve and
keep available, free from pre-emptive rights, out of its authorized but unissued
shares of Class A Common Stock solely for the purpose of issuance upon the
conversion of the Class B Common Stock, such number of shares of Class A Common
Stock issuable upon the conversion of all outstanding Class B Common Stock. All
shares of Class A Common Stock which are so issuable shall, when issued, be duly
and validly issued, fully paid and nonassessable. The Corporation shall take all
such actions as it deems necessary or appropriate to assure that all such shares
of Class A Common Stock may be so issued without violation of any applicable law
or governmental regulation or any requirements of any securities exchange upon
which shares of Class A Common Stock may be listed.

                  L. Preferred Stock. The Corporation may issue Preferred Stock
from time to time in one or more series as the Board of Directors may establish
by the adoption of a resolution or resolutions relating thereto, each series to
have such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other special
rights and qualifications, limitations or restrictions thereof, as shall be
stated and expressed in the resolution or resolutions providing for the issue of
such series adopted by the Board of Directors pursuant to authority to do so,
which authority is hereby granted to the Board of Directors.

                  FIFTH: A. The business and affairs of the Corporation shall be
managed by or under the direction of a Board of Directors, the number of
directors to be determined from time to time by resolution adopted by
affirmative vote of a majority of the entire Board of Directors which the
Corporation would have if there were no vacancies. The directors shall be
divided into three classes, designated Class I, Class II and Class III. Each
class shall consist, as nearly as may be possible, of one-third of the total
number of directors constituting the entire Board of Directors. The initial
division of the Board of Directors into classes shall be made by


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the decision of the affirmative vote of a majority of the entire Board of
Directors. Class I directors shall be elected initially for a one-year term,
Class II directors initially for a two-year term and Class III directors
initially for a three-year term. At each succeeding annual meeting of
stockholders beginning in 1997, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three-year term. If the
number of directors is changed, any increase or decrease shall be apportioned
among the classes so as to maintain the number of directors in each class as
nearly equal as possible, and any additional director of any class elected to
fill a vacancy resulting from an increase in such class shall hold office for a
term that shall coincide with the remaining term of that class, but in no case
will a decrease in the number of directors shorten the term of any incumbent
director. A director shall hold office until the annual meeting for the year in
which his term expires and until his successor shall be elected and shall
qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office. Any vacancy on the Board of Directors
that results from an increase in the number of directors may be filled by a
majority of the Board of Directors then in office, provided that a quorum is
present, and any other vacancy occurring in the Board of Directors may be filled
by a majority of the Board of Directors then in office, subject to any
contractual provisions to the contrary, even if less than a quorum, or a sole
remaining director. Any director elected to fill a vacancy not resulting from an
increase in the number of directors shall have the same remaining term as that
of his predecessor. Notwithstanding the foregoing, whenever the holders of any
one or more classes or series of Preferred Stock issued by the Corporation shall
have the right, voting separately by class or series, to elect directors at an
annual or special meeting of stockholders, the election, term of office, filling
of vacancies and other features of such directorships shall be governed by the
terms of this Restated Certificate of Incorporation applicable thereto, and such
directors so elected shall not be divided into classes pursuant to this Article
FIFTH unless expressly provided by such terms.


                  B. Notwithstanding any other provision of this Restated
Certificate of Incorporation, the affirmative vote of the holders of at least
eighty percent (80%) of


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the voting power of the shares entitled to vote at an election of directors
shall be required to amend, alter, change or repeal, or to adopt any provision
as part of this Restated Certificate of Incorporation inconsistent with the
purpose and intent of, this Article FIFTH.

                  SIXTH: The books and records of the Corporation may be kept
(subject to any mandatory requirement of law) outside the State of Delaware at
such place or places as may be designated from time to time by the Board of
Directors or by the By-Laws of the Corporation.

                  SEVENTH: A. In anticipation that the Corporation and Travelers
may engage in the same or similar activities or lines of business and have an
interest in the same areas of corporate opportunities, and in recognition of the
benefits to be derived by the Corporation through its continued contractual,
corporate and business relations with Travelers (including service of officers
and directors of Travelers as directors of the Corporation), the provisions of
this Article SEVENTH are set forth to regulate and define the conduct of certain
affairs of the Corporation as they may involve Travelers and its officers and
directors, and the powers, rights, duties and liabilities of the Corporation and
its officers, directors and stockholders in connection therewith.


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


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or acquires such corporate opportunity for itself, directs such corporate
opportunity to another person or entity, or does not present such corporate
opportunity to the Corporation.

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

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

                  (ii) a corporate opportunity offered to any person who is a
         director but not an officer of the Corporation and who is also a
         director or officer of Travelers shall belong to the Corporation only
         if such opportunity is expressly offered to such person solely in his


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         capacity as a director of the Corporation, and otherwise shall belong
         to Travelers; and

                  (iii) a corporate opportunity offered to any person who is an
         officer of both the Corporation and Travelers shall belong to Travelers
         unless (x) such person is an employee of the Corporation or (y) such
         opportunity is expressly offered to such person solely in his capacity
         as an officer of the Corporation, in either of which case such
         opportunity shall belong to the Corporation.

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

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

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

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


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

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

                  H. Notwithstanding anything in this Restated Certificate of
Incorporation to the contrary and in addition to any vote of the Board of
Directors required by this Restated Certificate of Incorporation, until the
occurrence of the Trigger Date (as defined below), the affirmative vote of the
holders of more than eighty percent (80%) of the voting power of the Common
Stock then outstanding shall be required to alter, amend or repeal, or adopt any
provision inconsistent with, any provision of this Article SEVENTH. Neither the
alteration, amendment or repeal of this Article SEVENTH nor the adoption of any
provision inconsistent with this


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Article SEVENTH shall eliminate or reduce the effect of this Article SEVENTH in
respect of any matter occurring, or any cause of action, suit or claim that, but
for this Article SEVENTH, would accrue or arise, prior to such alteration,
amendment, repeal or adoption.

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

                  EIGHTH: A. In anticipation that (i) the Corporation and
Travelers may enter into contracts or otherwise transact business with each
other and that the Corporation may derive benefits therefrom and (ii) the
Corporation may from time to time enter into contractual, corporate or business
relations with one or more of its directors, or one or more corporations,
partnerships, associations or other organizations in which one or more of its
directors have a financial interest (collectively, "Related Entities"), the
provisions of this Article EIGHTH are set forth to regulate and define certain
contractual relations and other business relations of the Corporation as they
may involve Travelers, Related Entities and their respective officers and
directors, and the powers, rights, duties and liabilities of the Corporation and
its officers, directors and stockholders in connection therewith. The provisions
of this Article EIGHTH are in addition to, and not in limitation of, the
provisions of the GCL and the other provisions of this Restated Certificate of
Incorporation. Any contract or business relation which does not comply with the
procedures set forth in this Article EIGHTH shall not by reason thereof be
deemed void or voidable or result in any breach of any fiduciary duty or duty of
loyalty or failure to act in good faith or in the best interests of the
Corporation or derivation of any improper personal benefit, but shall be
governed by the provisions of this Restated Certificate of Incorporation, the
By-Laws, the GCL and other applicable law.


                                       15
<PAGE>   16
                  B. No contract, agreement, arrangement or transaction between
the Corporation and Travelers or between the Corporation and one or more of the
directors or officers of the Corporation, Travelers or any Related Entity or
between the Corporation and any Related Entity shall be void or voidable solely
for the reason that Travelers, any Related Entity or any one or more of the
officers or directors of the Corporation, Travelers or any Related Entity are
parties thereto, or solely because any such directors or officers are present at
or participate in the meeting of the Board of Directors or committee thereof
which authorizes the contract, agreement, arrangement or transaction, or solely
because his or their votes are counted for such purpose, and Travelers, any
Related Entity and such directors and officers (a) shall have fully satisfied
and fulfilled their fiduciary duties to the Corporation and its stockholders
with respect thereto, (b) shall not be liable to the Corporation or its
stockholders for any breach of fiduciary duty by reason of the entering into,
performance or consummation of any such contract, agreement, arrangement or
transaction, (c) shall be deemed to have acted in good faith and in a manner
such persons reasonably believe to be in and not opposed to the best interests
of the Corporation for purposes of Article TWELFTH and the other provisions of
this Restated Certificate of Incorporation and (d) shall be deemed not to have
breached their duties of loyalty to the Corporation and its stockholders and not
to have derived an improper personal benefit therefrom for the purposes of
Article TWELFTH and the other provisions of this Restated Certificate of
Incorporation, if:

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

                  (ii) the material facts as to the contract, agreement,
         arrangement or transaction are disclosed or are known to the holders of


                                       16
<PAGE>   17
         Common Stock entitled to vote thereon, and the contract, agreement,
         arrangement or transaction is specifically approved in good faith by
         vote of the holders of a majority of the voting power of the Common
         Stock then outstanding not owned by Travelers or a Related Entity, as
         the case may be.

                  C. Directors of the Corporation who are also directors or
officers of Travelers or any Related Entity may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract, agreement, arrangement or transaction. Common
Stock owned by Travelers and any Related Entities may be counted in determining
the presence of a quorum at a meeting of stockholders which authorizes the
contract, agreement, arrangement or transaction.

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

                  E. For purposes of this Article EIGHTH, Travelers shall have
the meaning set forth in Article SEVENTH.

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

                  G. Notwithstanding anything in this Restated Certificate of
Incorporation to the contrary and in addition to any vote of the Board of
Directors required by this Restated Certificate of Incorporation, until the
occurrence of the Trigger Date, the affirmative vote of the holders of more than
eighty percent (80%) of the voting power of the Common Stock then outstanding
shall


                                       17
<PAGE>   18
be required to alter, amend or repeal, or adopt any provision inconsistent with,
any provision of this Article EIGHTH. Neither the alteration, amendment or
repeal of this Article EIGHTH nor the adoption of any provision inconsistent
with this Article EIGHTH shall eliminate or reduce the effect of this Article
EIGHTH in respect of any matter occurring, or any cause of action, suit or claim
that, but for this Article EIGHTH, would accrue or arise, prior to such
alteration, amendment, repeal or adoption.

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


                  B. The Corporation shall not, without the written consent of
Travelers, engage, directly or indirectly, in any act or activity which would
result, either alone or giving effect to the business, operations, properties,
activities and legal and regulatory status of Travelers and the Corporation, in
(a) Travelers being required to file any notice, report or other document or
make any registration with, obtain any approval, consent or authorization of or
otherwise become subject to any statutes, rules, regulations, ordinances,
orders, decrees or other legal restrictions of any federal, state, local or
foreign governmental, administrative or regulatory authority, agency or
instrumentality (collectively, "Applicable Law") or (b) any director of the
Corporation who is also a director or officer of Travelers being ineligible to
serve or prohibited from so serving as a director of the Corporation under or
pursuant to any Applicable Law. Travelers shall not be liable to the Corporation
or its stockholders for breach of any fiduciary duty by reason of the fact that
Travelers gives or withholds any consent for any reason in connection with this
Article NINTH. No vote cast or other action taken by any person who is an
officer, director or other representative of Travelers which vote is cast or
action is taken by such person in his capacity as a director of this Corporation
shall constitute a consent of Travelers for the purpose of this Article NINTH.


                                       18
<PAGE>   19
                  C. Any person or entity purchasing or otherwise acquiring any
interest in shares of capital stock of the Corporation shall be deemed to have
notice of and to have consented to the provisions of this Article NINTH.

                  D. For purposes of this Article NINTH, Travelers shall have
the meaning set forth in Article SEVENTH.

                  E. For purposes of Section B of this Article NINTH, only the
consent of Travelers Group Inc. (and not any such corporation, partnership,
joint venture, limited liability company, trust, association or other entity)
shall be required.

                  F. Notwithstanding anything in this Restated Certificate of
Incorporation to the contrary and in addition to any vote of the Board of
Directors required by this Restated Certificate of Incorporation, until the
occurrence of the Trigger Date, the affirmative vote of the holders of more than
eighty percent (80%) of the voting power of the Common Stock then outstanding
shall be required to alter, amend or repeal, or adopt any provision inconsistent
with, any provision of this Article NINTH. Neither the alteration, amendment or
repeal of this Article NINTH nor the adoption of any provision inconsistent with
this Article NINTH shall eliminate or reduce the effect of this Article NINTH in
respect of any matter occurring, or any cause of action, suit or claim that, but
for this Article NINTH, would accrue or arise, prior to such alteration,
amendment, repeal or adoption.

                  G. This Article NINTH shall become inoperative and of no
effect on and after the date six months following the Trigger Date.

                  TENTH: Following the consummation of an initial public
offering of Common Stock or any transaction or event as a result of which any
Common Stock is listed on a national securities exchange or registered under
Section 12 of the Securities Exchange Act of 1934, as amended, any action
required or permitted to be taken by the stockholders of the Corporation must be
effected at a duly called annual or special meeting of stockholders of the
Corporation, and the ability of the stockholders to consent in writ-


                                       19
<PAGE>   20
ing to the taking of any action is hereby specifically denied; provided,
however, stockholders of the Corporation shall have the right to consent in
writing to the taking of action by the Corporation in connection with a change
in the Corporation's name from "Travelers/Aetna Property Casualty Corp." Except
as otherwise required by law, special meetings of stockholders of the
Corporation may be called only by (i) the Chairman of the Board, the Vice
Chairman, Chairman of the Executive Committee, the President or the Secretary of
the Corporation or (ii) any such officer at the request in writing of the Board
of Directors or of the Executive Committee.

                  ELEVENTH: In furtherance and not in limitation of the powers
conferred upon it by the laws of the State of Delaware, the Board of Directors
shall have the power to adopt, amend, alter or repeal the Corporation's By-Laws.
The affirmative vote of at least sixty-six and two-thirds percent (66-2/3%) of
the entire Board of Directors shall be required to adopt, amend, alter or repeal
the Corporation's By-Laws. Notwithstanding any other provisions of this Restated
Certificate of Incorporation or the By-Laws of the Corporation (and
notwithstanding the fact that a lesser percentage or separate class vote may be
specified by law, this Restated Certificate of Incorporation or the By-Laws of
the Corporation), the affirmative vote of the holders of at least eighty percent
(80%) of the voting power of the shares entitled to vote at an election of
directors shall be required to adopt, amend, alter or repeal, or adopt any
provision as part of this Restated Certificate of Incorporation inconsistent
with the purpose and intent of, this Article ELEVENTH.

                  TWELFTH: No director or officer of the Corporation shall be
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director or officer, except for liability (i) for any breach
of the director's or officer's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.

                  THIRTEENTH: In accordance with Section 203(b)(3) of the GCL,
the Corporation expressly elects not to be governed by Section 203 of the GCL.


                                       20
<PAGE>   21
                  FOURTEENTH: Except as provided in Articles FOURTH, FIFTH and
ELEVENTH of this Restated Certificate of Incorporation, the Corporation reserves
the right to amend and repeal any provision contained in this Restated
Certificate of Incorporation in the manner prescribed by the laws of the State
of Delaware, and all rights of stockholders shall be subject to this
reservation.


                                       21
<PAGE>   22
                  THE UNDERSIGNED, being the Vice President and Secretary of the
Corporation, does hereby certify that the Corporation has restated its
Certificate of Incorporation as set forth above, does hereby certify that such
restatement has been duly adopted in accordance with the applicable provisions
of Sections 242 and 245 of the General Corporation Law of the State of Delaware,
and does hereby make and file this Restated Certificate of Incorporation.


Dated:  March 29, 1996



                                                 /s/ Charles O. Prince, III
                                                --------------------------------
                                                Charles O. Prince, III
                                                Vice President and Secretary


                                       22
<PAGE>   23
                      Certificate of Designations, Powers,
                             Preferences and Rights

                                     of the

                    7.5% Redeemable Preferred Stock, Series Z
                   ($250,000 liquidation preference per share)

                                       of

                     Travelers/Aetna Property Casualty Corp.

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


                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware

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



                  Travelers/Aetna Property Casualty Corp., a Delaware
corporation (the "Corporation"), hereby certifies that:

                  1. The Restated Certificate of Incorporation of the
Corporation (the "Certificate of Incorporation") fixes the total number of
shares of all classes of capital stock that the Corporation shall have the
authority to issue at 700,000,000 shares of Class A common stock, par value $.01
per share, 700,000,000 shares of Class B common stock, par value $.01 per share,
and 25,000,000 shares of preferred stock, par value $0.10 per share ("Preferred
Stock").

                  2. The Certificate of Incorporation expressly grants to the
Board of Directors of the Corporation authority to provide for the issuance of
the shares of Preferred Stock in series, and to establish from time to time the
number of shares to be included in each such series and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof.

                  3. Pursuant to the authority conferred upon the Board of
Directors of the Corporation by the Certificate of Incorporation, the Board of
Directors, by action duly taken on March 29, 1996, adopted resolutions providing
for the 7.5% Redeemable Preferred Stock, Series Z as follows:
<PAGE>   24
                           "RESOLVED, that an issue of a series of Preferred
         Stock is hereby provided for, and the number of shares to be included
         in such series is established, and the designation, powers, preferences
         and rights and qualifications, limitations and restrictions of such
         series are fixed hereby as follows:

                           1. Designation and Number of Shares. The designation
         of such series shall be 7.5% Redeemable Preferred Stock, Series Z (the
         "Series Z Preferred Stock"), and the number of shares constituting such
         series shall be 2,160. Shares of the Series Z Preferred Stock shall
         have a par value of $0.10 per share, and a liquidation preference of
         $250,000 per share (the "Liquidation Preference"). The number of
         authorized shares of Series Z Preferred Stock may be reduced (but not
         below the number of shares thereof then outstanding) by further
         resolution duly adopted by the Board of Directors or the Executive
         Committee of the Board of Directors and by the filing of a certificate
         pursuant to the provisions of the General Corporation Law of the State
         of Delaware stating that such reduction has been so authorized, but the
         number of authorized shares of Series Z Preferred Stock shall not be
         increased.

                           2. Dividends. (a) Holders of shares of Series Z
         Preferred Stock will be entitled to receive, when, as and if declared
         by the Board of Directors or a duly authorized committee thereof (the
         "Board of Directors") out of assets of the Corporation legally
         available for payment, cash dividends payable quarterly at the Annual
         Dividend Rate (as defined below) per annum. Dividends on the Series Z
         Preferred Stock shall be payable with respect to each three month
         period beginning on the last day of March, June, September and December
         of each year and ending on the day immediately prior to the first day
         of the next succeeding three month period (each, a "Quarterly Dividend
         Period"), in arrears, payable on March 31, June 30, September 30 and
         December 31 of each year, commencing June 30, 1996, provided that if
         such day is not a Business Day (as hereinafter defined), such dividend
         shall be paid on the next succeeding Business Day (each, a


                                        2
<PAGE>   25
         "Dividend Payment Date"). Dividends shall be fully cumulative from the
         date of initial issuance of such shares. Dividends shall be paid to the
         holders of record of shares of the Series Z Preferred Stock as they
         appear on the books of the Corporation at the close of business on the
         15th day immediately preceding the applicable Dividend Payment Date (or
         if such day is not a Business Day, the applicable record date shall be
         the next preceding day that is a Business Day). Dividends in arrears
         for any past Quarterly Dividend Periods may be declared and paid at any
         time, without reference to any regular Dividend Payment Date, to
         holders of record on such date, not exceeding 45 days preceding the
         payment date thereof, as may be fixed by the Board of Directors.

                           The amount of dividends payable for each full
         Quarterly Dividend Period in respect of each share of Series Z
         Preferred Stock shall be equal to the product of (i) $62,500 multiplied
         by (ii) the Annual Dividend Rate. The amount of dividends payable in
         respect of each share of Series Z Preferred Stock for the initial
         dividend period or any period shorter than a full Quarterly Dividend
         Period shall be equal to the result obtained by multiplying (x) the
         Annual Dividend Rate times (y) the Liquidation Preference times (z) a
         fraction, the numerator of which is the actual number of days elapsed
         in such period and the denominator of which is 360.

                           (b) "Annual Dividend Rate" means 0.075.

                           (c) "Business Day" means any day that is not a
         Saturday, Sunday or a legal holiday in the State of New York.

                           (d) No dividends may be declared or paid or set apart
         for payment on any Parity Preferred Stock (as defined in paragraph 8(b)
         below) with regard to the payment of dividends unless (i) there shall
         also be or have been declared and paid or set apart for payment on the
         Series Z Preferred Stock, full cumulative dividends for all dividend
         payment periods of the Series Z Preferred Stock ending on or before the
         dividend payment date of such Parity Preferred Stock, ratably in
         proportion to the re-


                                        3
<PAGE>   26
         spective amounts of dividends (x) accumulated and unpaid or payable on
         such Parity Preferred Stock, on the one hand, and (y) accumulated and
         unpaid through the dividend payment period or periods of the Series Z
         Preferred Stock next preceding such dividend payment date, on the other
         hand, and (ii) the Corporation is not in default with respect to any
         obligation (including its obligations pursuant to Sections 3 and 4
         hereof) to redeem shares of the Series Z Preferred Stock.

                           (e) Except as set forth in the preceding paragraph
         (d), unless (i) full cumulative dividends on the Series Z Preferred
         Stock have been paid through the most recent Dividend Payment Date and
         (ii) the Corporation is not in default with respect to any obligation
         (including its obligations pursuant to Sections 3 and 4 hereof) to
         redeem shares of the Series Z Preferred Stock, no dividends (other than
         in Common Stock (as defined below)) may be paid or declared and set
         aside for payment or other distribution made upon the Corporation's
         Class A Common Stock, par value $.01 per share ("Class A Common
         Stock"), Class B Common Stock, par value $.01 per share (together with
         the Class A Common Stock, the "Common Stock"), or on any other stock of
         the Corporation ranking junior to or on a parity with the Series Z
         Preferred Stock as to dividends, nor may any Common Stock or any other
         stock of the Corporation ranking junior to or on a parity with the
         Series Z Preferred Stock as to dividends or as to amounts distributable
         upon liquidation, dissolution or winding up of the Corporation be
         redeemed, purchased or otherwise acquired for any consideration (or any
         payment be made to or available for a sinking fund for the redemption
         of any shares of such stock) by the Corporation; provided that any such
         junior or parity stock may, in accordance with their respective
         provisions, be converted into or exchanged or redeemed solely for stock
         of the Corporation ranking junior to the Series Z Preferred Stock as to
         dividends and as to amounts distributable upon liquidation, dissolution
         or winding up of the Corporation.

                           3. Optional Redemption. (a) The Corporation, at its
         option, out of funds legally avail-


                                        4
<PAGE>   27
         able therefor, may redeem shares of the Series Z Preferred Stock, in
         whole or in part, on any Dividend Payment Date on or after June 30,
         2002, at a redemption price of $250,000 per share, plus an amount equal
         to accrued and unpaid dividends (whether or not earned or declared)
         thereon to, but excluding, the date fixed for redemption.

                           (b) In the event that fewer than all the outstanding
         shares of the Series Z Preferred Stock are to be redeemed, the shares
         to be redeemed from each holder of record shall be determined by lot or
         pro rata as may be determined by the Board of Directors or by any other
         method as may be determined by the Board of Directors in its sole
         discretion to be equitable.

                           (c) In the event the Corporation elects to redeem
         shares of the Series Z Preferred Stock, written notice of such
         redemption shall be given by first class mail, postage prepaid, mailed
         not less than 30 days and not more than 60 days prior to the redemption
         date, to each holder of record of the shares to be redeemed, at such
         holder's address as the same appears on the books of the Corporation.
         Each such notice shall state: (i) the redemption date; (ii) the number
         of shares of the Series Z Preferred Stock to be redeemed and, in the
         case of a partial redemption pursuant to paragraph 3(b) hereof, the
         identification (by the number of the certificate or otherwise) of the
         shares of Series Z Preferred Stock to be redeemed; (iii) the redemption
         price; (iv) the place or places where certificates for such shares are
         to be surrendered for payment of the redemption price; and (v) that
         dividends on the shares to be redeemed will cease to accrue from and
         after such redemption date. On such redemption date, the Corporation
         shall pay the redemption price, plus an amount equal to all accrued and
         unpaid dividends thereon (whether or not earned or declared), to the
         holders of Series Z Preferred Stock so to be redeemed.

                           (d) If notice of redemption shall have been duly
         given, and if, on or before the redemption date specified therein, all
         funds necessary for such redemption shall have been set aside by the
         Corpora-


                                        5
<PAGE>   28
         tion, separate and apart from its other funds, in trust for the pro
         rata benefit of the holders of the shares of Series Z Preferred Stock
         called for redemption, so as to be and continue to be available
         therefor, then, notwithstanding that any certificate for shares so
         called for redemption shall not have been surrendered for cancellation,
         all shares so called for redemption shall no longer be deemed
         outstanding on and after such redemption date, all dividends shall
         cease to accrue from and after such redemption date, and all rights
         with respect to such shares shall forthwith on such redemption date
         cease and terminate, except only the right of the holders thereof to
         receive the amount payable on redemption thereof, without interest.

                           If such notice of redemption shall have been duly
         given or if the Corporation shall have given to the bank or trust
         company hereinafter referred to irrevocable authorization promptly to
         give such notice, and if on or before the redemption date specified
         therein the funds necessary for such redemption shall have been
         deposited by the Corporation with such bank or trust company in trust
         for the pro rata benefit of the holders of the shares called for
         redemption, then, notwithstanding that any certificate for shares so
         called for redemption shall not have been surrendered for cancellation,
         from and after the time of such deposit, all shares so called for
         redemption shall no longer be deemed to be outstanding and all rights
         with respect to such shares shall forthwith cease and terminate, except
         only the right of the holders thereof to receive from such bank or
         trust company at any time after the time of such deposit the funds so
         deposited, without interest. The aforesaid bank or trust company shall
         be a bank or trust company organized and in good standing under the
         laws of the United States of America or of the State of New York, doing
         business in the Borough of Manhattan, the City of New York, having
         capital surplus and undivided profits aggregating at least $50,000,000
         according to its latest published statement of condition, and shall be
         identified in the notice of redemption. Any interest accrued on such
         funds shall be for the benefit of the Corporation. Any funds so set
         aside or deposited, as the case may be, and unclaimed at


                                        6
<PAGE>   29
         the end of one year from such redemption date shall, to the extent
         permitted by law, be released or repaid to the Corporation, after which
         repayment the holders of the shares so called for redemption shall look
         only to the Corporation for payment thereof.

                           (e) Notwithstanding the foregoing provisions of this
         Section 3, unless the full cumulative dividends on all outstanding
         shares of the Series Z Preferred Stock shall have been paid or
         contemporaneously are declared and paid through the most recent
         Dividend Payment Date, no shares of the Series Z Preferred Stock shall
         be redeemed unless all outstanding shares of the Series Z Preferred
         Stock are simultaneously redeemed, and neither the Corporation nor a
         subsidiary of the Corporation shall purchase or otherwise acquire any
         shares of the Series Z Preferred Stock.

                           (f) Any shares of the Series Z Preferred Stock that
         shall at any time have been redeemed or repurchased pursuant to this
         Section 3 or otherwise shall, after such redemption or repurchase, have
         the status of authorized but unissued shares of Preferred Stock,
         without designation as to class or series until such shares are once
         again designated as part of a particular class or series by the Board
         of Directors.

                           4. Mandatory Redemption. (a) Any holder of shares of
         Series Z Preferred Stock that is a member of the Travelers Affiliated
         Group (as defined below) shall have the right, subject to paragraph (b)
         below, to require the Corporation, at any time, to repurchase, out of
         funds legally available therefore on the date specified in the notice
         duly given by such holder to the Corporation pursuant to paragraph (c)
         below (the "Mandatory Redemption Date"), all or part of the Series Z
         Preferred Stock then owned by such holder at a purchase price in cash
         equal to 100% of the aggregate Liquidation Preference of such shares,
         together with all accrued and unpaid dividends (whether or not earned
         or declared) on such shares to but not including the Mandatory
         Redemption Date (the "Redemption Price"), in accordance with the
         procedures set forth below. "Travelers Affiliated Group" means
         Travelers Group


                                        7
<PAGE>   30
         Inc., a Delaware corporation, and all of its direct and indirect
         subsidiaries now or hereafter existing, other than the Corporation and
         its direct and indirect subsidiaries.

                           (b) The aggregate amount of Series Z Preferred Stock
         required to be redeemed by the Corporation on any Mandatory Redemption
         Date pursuant to the provisions of paragraph (a) above will be limited
         to the Applicable Amount as of such Mandatory Redemption Date. The
         "Applicable Amount," as of any date, means an amount equal to the
         aggregate net proceeds (regardless of the actual use of such proceeds)
         received by the Corporation or a subsidiary of the Corporation, after
         the date of issuance of the Series Z Preferred Stock to and including
         such Mandatory Redemption Date, from any issuance and sale by the
         Corporation or a subsidiary of the Corporation of shares of its capital
         stock (or, in the case of a subsidiary trust of the Corporation,
         beneficial interests in the trust) (other than offerings pursuant to
         employee plans, or non-cash offerings in connection with an
         acquisition, exchange offer, recapitalization or similar transaction)
         (a "Stock Issuance"), less the aggregate Liquidation Preference of all
         shares of Series Z Preferred Stock redeemed by the Corporation pursuant
         to the provisions of this Section 4 prior to such Mandatory Redemption
         Date; provided, however, that the Applicable Amount shall not include
         proceeds received by the Corporation from the issuance and sale of
         shares of Common Stock to The Travelers Insurance Group Inc., Aetna
         Life and Casualty Company, J.P. Morgan Capital Corporation, The Trident
         Partnership L.P. and Fund American Enterprises Holdings, Inc. pursuant
         to those separate stock purchase agreements with the Corporation, each
         dated as of March 11, 1996. The Corporation shall be obligated to
         redeem shares of Series Z Preferred Stock only to the extent that it
         has funds legally available therefor.

                           (c) The Corporation shall provide written notice to
         the holders of record of shares of Series Z Preferred Stock of the
         Applicable Amount as of the date of such notice and after giving effect
         to any Stock Issuance, (i) on the first day of each calendar month
         following the date of initial issuance of


                                        8
<PAGE>   31
         the Series Z Preferred Stock and (ii) at any time the Corporation or a
         subsidiary of the Corporation intends to make a Stock Issuance (but in
         no event later than the fifth Business Day prior to the consummation of
         any such issuance and sale); provided, however, that the Corporation's
         failure to give such notice shall in no way affect its obligation to
         redeem the shares of Series Z Preferred Stock as provided in this
         Section 4. Any holder who desires to cause the Corporation to redeem
         such holder's shares of Series Z Preferred Stock shall send by
         first-class mail, postage prepaid, or by hand delivery, to the
         Corporation at its principal executive offices, not less than two
         Business Days nor more than 60 days prior to the Mandatory Redemption
         Date specified in such notice, a notice stating (i) that such holder
         desires to cause the Corporation to redeem such holder's shares of
         Series Z Preferred Stock, (ii) the number of shares to be redeemed and
         (iii) the Mandatory Redemption Date (which date may be specified by
         reference to the estimated closing date of any proposed Stock
         Issuance). Holders electing to have shares of the Series Z Preferred
         Stock redeemed will be required to surrender the certificate or
         certificates representing such shares to the Corporation at least one
         full Business Day prior to such Mandatory Redemption Date, and on such
         Mandatory Redemption Date the Corporation shall pay to such holder the
         Redemption Price.

                           (d) Any shares of Series Z Preferred Stock that shall
         at any time have been redeemed or repurchased pursuant to this Section
         4 or otherwise shall, after such redemption or repurchase, have the
         status of authorized but unissued shares of Preferred Stock, without
         designation as to class or series until such shares are once again
         designated as part of a particular class or series by the Board of
         Directors.

                           (e) If fewer than all the shares of Series Z
         Preferred Stock requested to be redeemed are required to be redeemed as
         a result of the provisions of paragraph (b) above, then the Corporation
         will select those shares to be redeemed by lot or pro rata as may be
         determined by the Board of Directors or by any other method as may be
         deter-


                                        9
<PAGE>   32
         mined by the Board of Directors in its sole discretion to be
         equitable.

                           (f) The provisions of this Section 4 shall
         automatically terminate and shall cease to have any further force or
         effect with respect to, but only with respect to, any shares of Series
         Z Preferred Stock that are transferred to a person other than a member
         of the Travelers Affiliated Group. For purposes of this Section 4,
         "person" shall mean a corporation, a trust, a limited liability
         company, an association, a partnership, a joint venture, an
         organization, a business, an individual, a government or a subdivision
         thereof or a governmental agency; and the term "transfer" shall not
         include a bona fide pledge of shares of Series Z Preferred Stock.

                           (g) Notwithstanding the foregoing provisions of this
         Section 4, unless the full cumulative dividends on all outstanding
         shares of the Series Z Preferred Stock shall have been paid or
         contemporaneously are declared and paid through the most recent
         Dividend Payment Date, no shares of the Series Z Preferred Stock shall
         be redeemed unless all outstanding shares of the Series Z Preferred
         Stock are simultaneously redeemed, and neither the Corporation nor a
         subsidiary of the Corporation shall purchase or otherwise acquire any
         shares of the Series Z Preferred Stock.

                           5. Conversion or Exchange; Sinking Fund. The holders
         of shares of the Series Z Preferred Stock shall not have any rights to
         convert such shares into, or exchange such shares for, shares of any
         other class or classes or of any other series of any class or classes
         of capital stock of the Corporation; nor shall the holders of shares of
         the Series Z Preferred Stock be entitled to the benefits of a sinking
         fund in respect of their shares of the Series Z Preferred Stock.

                           6. Voting. (a) Except as otherwise provided in this
         Section 6 or as otherwise required by law, the Series Z Preferred Stock
         shall have no voting rights.



                                       10
<PAGE>   33
                           (b) If the equivalent of six quarterly dividends
         (whether or not consecutive) payable on shares of Series Z Preferred
         Stock or on any Parity Preferred Stock upon which like voting rights
         have been conferred and are exercisable are in arrears at the time of
         the record date to determine stockholders for any annual meeting of
         stockholders of the Corporation, the authorized number of directors of
         the Corporation shall be automatically increased by two, and the
         holders of shares of Series Z Preferred Stock (voting separately as a
         class with the holders of shares of any one or more other series of
         Parity Preferred Stock outstanding at the time upon which like voting
         rights have been conferred and are exercisable ("Voting Parity Stock"))
         shall be entitled at such annual meeting of stockholders (and at each
         subsequent annual meeting of stockholders until such arrearages have
         been paid or set apart for payment, at which time such right shall
         terminate, except as herein or by law expressly provided, subject to
         revesting in the event of each and every subsequent default of the kind
         referred to above) to elect two directors of the Corporation, with the
         remaining directors of the Corporation to be elected by the holders of
         shares of any other class or classes or series of stock entitled to
         vote therefor. In any such election, holders of shares of Series Z
         Preferred Stock shall have 10,000 votes for each share held (the
         holders of shares of any other class or Series of Voting Parity Stock
         being entitled to such number of votes, if any, for each share of such
         stock held as may be granted to them).

                           At all meetings of stockholders at which holders of
         Preferred Stock shall be entitled to vote for Directors as a single
         class, the holders of a majority of the outstanding shares of all
         classes and series of capital stock of the Corporation having the right
         to vote as a single class shall be necessary to constitute a quorum,
         whether present in person or by proxy, for the election by such single
         class of its designated Directors. In any election of Directors by
         stockholders voting as a class, such Directors shall be elected by the
         vote of at least a plurality of shares held by such stockholders
         present or represented at the meeting. At any such meeting, the
         election of Directors by stockholders


                                       11
<PAGE>   34
         voting as a class shall be valid notwithstanding that a quorum of other
         stockholders voting as one or more classes may not be present or
         represented at such meeting.

                           (c) Any director who has been so elected pursuant to
         the preceding paragraph (b) may be removed at any time, with or without
         cause, only by the affirmative vote of the holders of the shares at the
         time entitled to cast a majority of the votes entitled to be cast for
         the election of any such director at a special meeting of such holders
         called for that purpose, and any vacancy thereby created may be filled
         by the vote of such holders. If a vacancy occurs among the Directors
         elected pursuant to the preceding paragraph (b), other than by removal
         from office as set forth in the preceding sentence, such vacancy may be
         filled by the remaining Director elected pursuant to the preceding
         paragraph (b), or his or her successor then in office, and the Director
         so elected to fill such vacancy shall serve until the next meeting of
         stockholders for the election of Directors.

                           (d) The voting rights of the holders of Series Z
         Preferred Stock to elect Directors as set forth above shall continue
         until all dividend arrearages on the Series Z Preferred Stock have been
         paid or declared and set apart for payment. Upon the termination of
         such voting rights, the terms of office of all persons who may have
         been elected pursuant to such voting rights shall immediately
         terminate, and the number of directors of the Corporation shall be
         decreased by two.

                           (e) So long as any shares of Series Z Preferred Stock
         remain outstanding, the consent of the holders of at least two-thirds
         of the shares of Series Z Preferred Stock then outstanding, given in
         person or by proxy, in writing or at any meeting called for the
         purpose, shall be necessary to permit, effect or validate the
         following:

                                    i) the creation, issuance or increase in
                  the authorized amount of any class or series of stock ranking
                  prior to the shares of Series Z Preferred Stock either as to
                  dividends


                                       12
<PAGE>   35
                  or upon liquidation, dissolution or winding up of the
                  Corporation; or

                                    ii) an alteration or change in the
                  provisions of the Restated Certificate of Incorporation of the
                  Corporation (including any Certificate of Amendment or
                  Certificate of Designations relating to the Series Z Preferred
                  Stock) that would adversely affect the powers, preferences or
                  rights of the holders of shares of Series Z Preferred Stock;
                  provided, however, that any increase in the amount of
                  authorized Common Stock or authorized Preferred Stock or any
                  increase or decrease in the number of shares of any series of
                  Preferred Stock or the authorization, creation and issuance of
                  other classes or series of stock, in each case ranking on a
                  parity with or junior to the Series Z Preferred Stock with
                  respect to the payment of dividends and as to the distribution
                  of assets upon liquidation, dissolution or winding up, shall
                  not be deemed to adversely affect such powers, preferences or
                  rights.

                           (f) The foregoing voting provisions shall not apply
         if, at or prior to the time when the act with respect to which such
         vote would otherwise be required or upon which the holders of Series Z
         Preferred Stock shall be entitled to vote shall be effected, all
         outstanding shares of Series Z Preferred Stock shall have been redeemed
         or called for redemption and sufficient funds shall have been deposited
         in trust to effect such redemption.

                           7. Liquidation Rights. (a) Upon the dissolution,
         liquidation or winding up of the Corporation, the holders of the shares
         of the Series Z Preferred Stock shall be entitled to receive out of the
         assets of the Corporation available for distribution to stockholders,
         whether from capital, surplus or earnings, before any payment or
         distribution shall be made on the Common Stock or on any other class or
         series of stock ranking junior to shares of the Series Z Preferred
         Stock as to amounts distributable on dissolution, liquidation or
         winding up, $250,000 per share, plus an amount equal to all dividends
         (whether or not earned or declared) on


                                       13
<PAGE>   36
         such shares accrued and unpaid thereon to the date of final
         distribution.

                           (b) Neither the merger or consolidation of the
         Corporation into or with any other corporation nor the merger or
         consolidation of any other corporation into or with the Corporation,
         nor a sale or transfer of all or any part of the Corporation's assets,
         shall be deemed to be a dissolution, liquidation or winding up,
         voluntary or involuntary, of the Corporation for the purpose of this
         Section 7.

                           (c) After the payment to the holders of the shares of
         the Series Z Preferred Stock of the full preferential amounts provided
         for in this Section 7, the holders of the Series Z Preferred Stock as
         such shall have no right or claim to any of the remaining assets of the
         Corporation.

                           (d) In the event the assets of the Corporation
         available for distribution to the holders of shares of the Series Z
         Preferred Stock upon any dissolution, liquidation or winding up of the
         Corporation, whether voluntary or involuntary, shall be insufficient to
         pay in full all amounts to which such holders are entitled pursuant to
         paragraph (a) of this Section 7, the holders of shares of the Series Z
         Preferred Stock and of any Parity Preferred Stock or any other stock of
         the Corporation ranking, as to the amounts distributable upon
         dissolution, liquidation or winding up, on a parity with the Series Z
         Preferred Stock, shall share ratably in any distribution in proportion
         to the full respective preferential amounts to which they are entitled.

                           8. Ranking. For purposes of this Resolution, any
         stock of any class or classes or series of the Corporation shall be
         deemed to rank:

                           (a) prior to the shares of Series Z Preferred Stock,
         either as to dividends or upon liquidation, dissolution or winding up
         if the holders of such stock shall be entitled to either the receipt of
         dividends or of amounts distributable upon dissolution, liquidation or
         winding up of the Corporation, whether voluntary or involuntary, as


                                       14
<PAGE>   37
         the case may be, in preference or priority to the holders of shares of
         the Series Z Preferred Stock;

                           (b) on a parity with shares of the Series Z Preferred
         Stock, either as to dividends or upon liquidation, dissolution or
         winding up, or both, whether or not the dividend rates, dividend
         payment dates, redemption amounts per share or liquidation values per
         share or sinking fund provisions, if any, are different from those of
         the Series Z Preferred Stock, if the holders of such stock shall be
         entitled by the terms thereof to the receipt of dividends or of amounts
         distributable upon liquidation, dissolution or winding up of the
         Corporation, whether voluntary or involuntary, as the case may be, in
         proportion to their respective dividend rates or liquidation values,
         without preference or priority of one over the other, as between the
         holders of such stock and the holders of shares of Series Z Preferred
         Stock (the term "Parity Preferred Stock" being used to refer to any
         stock on a parity with the shares of Series Z Preferred Stock, either
         as to dividends or upon liquidation, dissolution or winding up, or
         both, as the context may require); and

                           (c) junior to shares of the Series Z Preferred Stock,
         as to dividends and upon liquidation, dissolution or winding up, or
         both, if such stock shall be Common Stock or if the holders of shares
         of the Series Z Preferred Stock shall be entitled to receipt of
         dividends and of amounts distributable upon dissolution, liquidation or
         winding up of the Corporation, whether voluntary or involuntary, as the
         case may be, in preference or priority to the holders of such stock.

                           9. Waiver, Modification and Amendment.
         Notwithstanding any other provisions relating to the Series Z Preferred
         Stock, any of the rights or benefits of the holders of the Series Z
         Preferred Stock may be waived, modified or amended with the consents of
         the holders of all of the then outstanding shares of Series Z Preferred
         Stock. Any such waiver, modification or amendment, shall be deemed to
         have the same effect as satisfaction in full of any such right or
         benefit as though actually received by such holders."


                                       15
<PAGE>   38
                  Travelers/Aetna Property Casualty Corp. has caused this
Certificate to be duly executed by its Vice President and Secretary this 29th
day of March, 1996.


                                        Travelers/Aetna
                                        Property Casualty Corp.



                                        By: /s/ Charles O. Prince, III
                                            ------------------------------------
                                                Charles O. Prince, III
                                                Vice President and
                                                Secretary


                                       16
<PAGE>   39
                            CERTIFICATE OF AMENDMENT
                                     TO THE
                    RESTATED CERTIFICATE OF INCORPORATION OF
                     TRAVELERS/AETNA PROPERTY CASUALTY CORP.
                               -------------------

                     Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware

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


         TRAVELERS/AETNA PROPERTY CASUALTY CORP., a Delaware corporation (the
"Company"), does hereby certify as follows:

         FIRST: Article FIRST of the Restated Certificate of Incorporation of
the Company is hereby amended to read in its entirety as set forth below:

         FIRST: The name of the Corporation is Travelers Property Casualty Corp.
(hereinafter the "Corporation").

         SECOND: The foregoing amendment has been duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware and by written consent of the holders of a majority of the stock of
the Corporation entitled to vote in accordance with Section 228 of the General
Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, the Company has caused this Certificate to be
executed in its corporate name this 7th day of March, 1997.



                               TRAVELERS/AETNA PROPERTY CASUALTY CORP.
                               
                            By:       /S/ JAMES M. MICHENER
                                ___________________________________________
                                             James M. Michener
                                             Secretary