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                                                                   Exhibit 10.12

                                                                   May 22, 2002


Maria Olivo


Dear Maria:

          I am pleased to give you our offer of employment as Executive Vice
President, Corporate Business Development for Travelers Property Casualty Corp.
("Travelers" or the "Company") at a starting salary that is the yearly
equivalent of $400,000, paid on a semi-monthly basis. Your base salary may be
subject to annual increases but under no circumstances will it be less than
$400,000. In this position, you will report directly to Bob Lipp and have
responsibility for investor relations, mergers and acquisition activity and
other responsibilities as may be assigned to you from time to time. At your
discretion and as deemed appropriate and necessary for your responsibilities,
you will be working from either of the following two Travelers' office
locations: (i) New York, N.Y. (when available); or (ii) One Tower Square,
Hartford, CT. If you accept, we expect you will start work at Travelers on or
about May 15, 2002.

         You will receive a one-time non benefit-bearing sign-on bonus of
$165,000, which is payable within 60 days after commencement of your employment,
and subject to standard withholding taxes.

     You will be eligible for consideration in the Travelers incentive program
in 2002 and thereafter, with a guaranteed minimum 2002 performance year bonus of
$700,000, payable in two installments, subject to continued employment. A first
installment of $350,000 will consist of $175,000 cash, payable on or about
February 28, 2003, and $175,000 awarded in shares of restricted stock under the
terms of the Company's Capital Accumulation Program (CAP). The second
installment of $350,000 will be payable in cash on or about April 1, 2003. Any
award that you may receive under the incentive program may be payable partly in
cash and partly in the Company's restricted stock, subject to the provisions of
the CAP Plan. CAP is an incentive and retention award program that provides
eligible employees with awards consisting of restricted stock. Bonus awards for
Covered Employees are also subject to the terms and conditions of the Company's
Executive Performance Compensation Plan. All bonus awards are discretionary.
Bonus payments are subject to applicable withholding taxes.

       Additionally, as part of this offer, we will recommend a grant of stock
options to purchase up to 350,000 shares of Travelers stock (defined as the
"Stock Option Grant"). These options will vest in 20% increments over five years
starting on the first anniversary of the grant. Thereafter, the vesting of
subsequent increments will be on the annual anniversary of the Stock Option
Grant. The exercise price of the Stock Option Grant will be the closing price of
Travelers stock on the date immediately preceding the date of the stock grant.
This grant is subject to approval under the procedures adopted by the Travelers
Board of Directors, or committee thereof, and will be made on a date within 30
days after the date of your employment. If for any reason, the Travelers Board
of Directors or a committee thereof does not approve the Stock Option Grant or
approves a grant that is less than the Stock Option Grant, you will be entitled
to receive a mutually agreed upon benefit with value and terms equivalent
to
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the value and terms of the Stock Option Grant. Such equivalent benefit will be
awarded within 30 days of the date the Travelers Board of Directors, or
committee thereof, makes a decision on the Stock Option Grant. You will be
considered for future option grants on the same basis as other officers and
executives of the Company.

     As further consideration, we will provide you with up to an additional
$350,000, which is non-benefit bearing and subject to standard withholding
taxes, to defray losses you may experience as a result of your departure from
your current employer to the extent such losses represent the termination,
cancellation or forfeiture of unvested but previously awarded deferred
compensation under your current employer's deferred compensation plan or are
related to a deferred sign-on arrangement related to forfeited CAP stock related
to your previous employment by Salomon Smith Barney. Such payment will be
subject to receipt of documentation substantiating the amount of the losses to
be defrayed and will be made within 60 days following the receipt of such
documentation.

     You will be eligible for four weeks annual vacation. All compensation and
benefits are payable in accordance with the Company's compensation policies,
plans and programs in effect at the time of payment. Further details regarding
these policies, benefit plans and programs will be provided when you begin your
employment. Please note that all Travelers' compensation, benefits and other
policies, plans and programs are subject to change at management's discretion.
You will also be covered under the Travelers directors and officers liability
insurance program in a similar manner as other officers and executives of the
Company and you will be indemnified for your services to the maximum extent
permitted by law.

     Should your employment with Travelers terminate, we will provide you with
the following: (i) if within the first two years of your employment, Travelers
experiences a Change in Control (as defined herein) and you leave within 1 year,
or Mr. Lipp departs from the employ of Travelers and you leave within 1 year, or
you are terminated without Cause (as defined herein), or you leave the Company
because you have been demoted or your responsibilities have been significantly
diminished without your consent or you become disabled and are unable to perform
your duties for six months or longer, you will receive a severance payment, in
addition to your pro-rated bonus for that year, in the amount of $500,000
subject to applicable deductions and conditioned upon the execution of a
release, a copy of which is attached to this letter, and become vested in any
401k and pension which you have participated in or receive a payment of
equivalent value if vesting thereunder is not legally permissible; (ii) if
within the third year of your employment, Travelers experiences a Change in
Control and you leave within 1 year, or Mr. Lipp departs from the employ of
Travelers and you leave within 1 year, or you are terminated without Cause, or
you leave the Company because you have been demoted or your responsibilities
have been significantly diminished without your consent or you become disabled
and are unable to perform your duties for six months or longer, you will receive
a severance payment, in addition to your pro-rated bonus for that year, in the
amount of $500,000, and an amount equal to one half of the average bonus
amounts, if any, you were awarded during the previous two years pursuant to the
Travelers incentive program, all subject to applicable deductions and
conditioned upon execution of a release, a copy of which is attached to this
letter, and become vested in any 401k and pension which you have participated in
or receive a payment of equivalent value if vesting thereunder is not legally
permissible; (iii) if within the fourth or fifth years of your employment you
are terminated without Cause, or you leave the Company because you have been
demoted or your responsibilities have been significantly diminished without your
consent or you become disabled and are unable to perform your duties for six
months or longer, you will receive a severance payment, in addition to your
pro-rated bonus for that year, in the amount of one year's base salary and an
amount equal to the

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average of 100% of the bonus amounts, if any, you were awarded during the
previous three years, or four years, respectively, pursuant to the Travelers
incentive program, all subject to applicable deductions and conditioned upon
execution of a release, a copy of which is attached to this letter, and become
vested in any 401k and pension which you participated in or receive a payment of
equivalent value if vesting thereunder is not legally permissible; and (iv) if
your employment terminates for any reason other than for Cause, after the fifth
year of your employment, you will receive, in addition to your pro-rated bonus
for that year, such separation benefits, if any, as are applicable and available
to Travelers' employees pursuant to Travelers policies, plans and procedures
then in effect. The severance payments set forth in subsections (i)-(iii) of
this paragraph are in lieu of any other severance or separation pay benefits for
which you may be eligible pursuant to Company plans. In instances where your
employment terminates for any of the reasons, except disability, as specifically
set forth in subsections (i)-(iii) of this paragraph, your unvested CAP awards
will be treated as if your employment has been terminated without cause, and you
will be entitled to such portion of the award as the CAP provisions establish
for employees who experience a termination without cause. In the event your
employment terminates for any other reason including a long-term disability, any
CAP awards you have received will be treated in accordance with the applicable
CAP plan provisions. In the event your employment is terminated without cause
within the first five years of your employment, any stock options granted to you
will continue to vest for a period of twelve months beyond the date of your
termination. In the event your employment is terminated for any other reason
during the first five years or is terminated for any reason, including without
cause, at any time after the fifth year of your employment, any stock options
awarded to you will be treated in accordance with the applicable plans.

     For purposes of the termination provisions contained in this offer of
employment "Change in Control" shall mean Change in Control as defined in
Travelers Stock Incentive Plan.

     For purposes of the termination provisions contained in this offer of
employment "Cause" shall be defined as: (i) the willful and continued failure to
substantially perform your duties; (ii) gross negligence or willful misconduct
which is materially injurious to the Company; or (iii) the conviction of a crime
involving a felony. You cannot be terminated for Cause without advance notice
and a reasonable opportunity to cure.

     In consideration of your employment, you agree that while you are employed,
and for one year following the termination of your employment, you will not
directly or indirectly solicit, induce, or otherwise encourage any person to
leave the employment of or terminate any customers relationship with Travelers
and any of its subsidiaries or affiliates.

     You also agree that during your employment, you will have access to or
acquire confidential, client, employee, competitive and/or other business
information that is unique and cannot be lawfully duplicated or easily acquired.
You understand and agree that you will have a continuing obligation not to use,
publish or otherwise disclose such information either during or after your
employment with the Company.

     This offer is contingent upon successful completion of a pre-employment
drug test, the completion of a background investigation, and the execution of
our Principles of Employment Form. Under separate cover we will send you our
Employee Handbook, our policy on Non-US Citizens and information on the
Immigration Reform and Control Act of 1986 describing the forms you will need to
bring with you to complete a federal I-9 form. It is a Federal law that you be
able to provide proof of your eligibility to work in the U.S. in order to
commence your employment.
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     This letter describes Travelers' offer of employment. Any other discussions
that you may have had that are not described in this letter or in the Principles
of Employment are not part of this offer. Also, nothing herein constitutes a
contract of employment for any particular period of time. The employment
relationship between you and Travelers is "at will," which allows either party
to terminate the relationship at any time for any reason not otherwise
prohibited by law.

     This agreement shall be binding on successors and assignees of the Company
and will be governed under the laws of the state of Connecticut. Any failure of
the Company to obtain the express written consent of any successor or assignee
of the Company to the assumption of this agreement by the date on which the
closing of the transaction creating a successor or assignee occurs shall be
construed as a breach of this agreement and shall entitle you to terminate
employment and to receive the benefits you would be entitled to as if you were
involuntarily terminated without Cause as provided above.

     We are confident that Travelers can offer you a rewarding and challenging
career opportunity. Please indicate your acceptance by returning a signed copy
of this letter to me. If you should have any questions, please call me at (860)
277-1916.

                                                             Sincerely,
                                                             /s/ Douglas Willett

                                                              W. Douglas Willett

AGREED

/s/ Maria Olivo
Maria Olivo