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                                                                     Exhibit 1.2

                        Travelers Property Casualty Corp.

                              42,000,000 Shares(a)
                              Class A Common Stock
                                ($0.01 par value)

                      International Underwriting Agreement

                                                              New York, New York
                                                                  March 21, 2002

Salomon Brothers International Limited
Credit Suisse First Boston (Europe) Limited
Deutsche Bank AG London
Goldman Sachs International
Lehman Brothers International (Europe)
Merrill Lynch International
Morgan Stanley & Co. International Ltd
UBS AG, acting through its business group UBS Warburg
  As Representatives of the several International Underwriters
c/o Salomon Brothers International Limited
Victoria Plaza
111 Buckingham Palace Road
London SW1W 0SB
England

Ladies and Gentlemen:

         Travelers Property Casualty Corp., a corporation organized under the
laws of Connecticut (the "Company"), proposes to sell to the several
International underwriters named in Schedule I hereto (the " International
Underwriters"), for whom you (the "International Representatives") are acting as
representatives, 42,000,000 shares of Class A Common Stock, $0.01 par value per
share ("Common Stock"), of the Company (said shares to be issued and sold by the
Company being hereinafter called the "International Underwritten Securities").
The Company also proposes to grant to the Underwriters an option to purchase up
to 4,200,000 additional shares of Common Stock to cover over-allotments (the
"International Option Securities" and together with the International
Underwritten Securities, the "International Securities"). It is understood that
the Company is concurrently entering into a U.S. Underwriting Agreement dated
the date hereof (the "U.S. Underwriting Agreement") with the several
underwriters named in Schedule I thereto (the "U.S. Underwriters") providing for
the sale by the Company of an aggregate of 168,000,000 shares of Common Stock
(said shares to be sold by the

----------
    (a) Plus an option to purchase from the Company, up to 4,200,000
additional International Securities to cover over-allotments.
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Company pursuant to the U.S. Underwriting Agreement being hereinafter called the
"U.S. Underwritten Securities") and providing for the grant to the U.S.
Underwriters of an option to purchase from the Company up to 16,800,000
additional shares of Common Stock to cover over-allotments (the "U.S. Option
Securities" and together with the U.S. Underwritten Securities, the "U.S.
Securities"; and the U.S. Securities and the International Securities together,
the "Securities"). It is further understood and agreed that the U.S.
Underwriters and the International Underwriters have entered into an Agreement
Between U.S. Underwriters and International Underwriters dated the date hereof
(the "Agreement Between U.S. Underwriters and International Underwriters"),
pursuant to which, among other things, the International Underwriters may
purchase from the U.S. Underwriters a portion of the U.S. Securities to be sold
pursuant to the U.S. Underwriting Agreement and the U.S. Underwriters may
purchase from the International Underwriters a portion of the International
Securities to be sold pursuant to this International Underwriting Agreement. To
the extent there are no additional International Underwriters listed on Schedule
I other than you, the term International Representatives as used in this
International Underwriting Agreement shall mean you, as International
Underwriters, and the terms International Representatives and International
Underwriters shall mean either the singular or plural as the context requires.
The use of the neuter in this International Underwriting Agreement shall include
the feminine and masculine wherever appropriate. Certain terms used in this
International Underwriting Agreement are defined in Section 17 hereof.

         As part of the offering contemplated by the U.S. Underwriting
Agreement, Salomon Smith Barney Inc. has agreed to reserve out of the U.S.
Securities set forth opposite its name on the Schedule I to the U.S.
Underwriting Agreement, up to 4.2 million shares, for sale to the Company's
employees, officers and directors and to independent agents that sell the
Company's products (collectively, "Participants"), as set forth in the
Prospectus under the heading "Underwriting" (the "Directed Share Program"). The
Securities to be sold by Salomon Smith Barney Inc. pursuant to the Directed
Share Program (the "Directed Shares") will be sold by Salomon Smith Barney Inc.
pursuant to the U.S. Underwriting Agreement at a price of $17.945 per share. Any
Directed Shares not orally confirmed for purchase by any Participants by the end
of the business day immediately following the date on which this Agreement is
executed will be offered to the public as set forth in the Prospectuses.

                  1. Representations and Warranties. (a) The Company represents
and warrants to, and agrees with, each International Underwriter as set forth
below in this Section 1(a).

                  (i) The Company has prepared and filed with the Commission a
         registration statement (file number 333-82388) on Form S-1, including
         related preliminary prospectuses, for registration under the Act of the
         offering and sale of the Securities. The Company may have filed one or
         more amendments thereto, including related preliminary prospectuses,
         each of which has previously been furnished to you. The Company will
         next file with the Commission either (1) prior to the Effective Date of
         such registration statement, a further amendment to such registration
         statement (including the form of final prospectuses) or


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         (2) after the Effective Date of such registration statement, a final
         prospectuses in accordance with Rules 430A and 424(b). In the case of
         clause (2), the Company has included in such registration statement, as
         amended at the Effective Date, all information (other than Rule 430A
         Information) required by the Act and the rules thereunder to be
         included in such registration statement and the Prospectuses. As filed,
         such amendment and form of final prospectuses, or such final
         prospectuses, shall contain all Rule 430A Information, together with
         all other such required information, and, except to the extent the
         International Representatives shall agree in writing to a modification,
         shall be in all substantive respects in the form furnished to you prior
         to the Execution Time or, to the extent not completed at the Execution
         Time, shall contain only such specific additional information and other
         changes (beyond that contained in the latest Preliminary Prospectuses)
         as the Company has advised you, prior to the Execution Time, will be
         included or made therein.

                  It is understood that two forms of prospectuses are to be used
         in connection with the offering and sale of the Securities: one form of
         prospectus relating to the U.S. Securities, which are to be offered and
         sold to United States and Canadian Persons, and one form of prospectus
         relating to the International Securities, which are to be offered and
         sold to persons other than United States and Canadian Persons. The U.S.
         Prospectus and the International Prospectus are identical except for
         the outside front cover page, the discussion under the headings
         "Underwriting" and the outside back cover page.

                  (ii) On the Effective Date, the Registration Statement did or
         will, and when the Prospectuses are first filed (if required) in
         accordance with Rule 424(b) and on the Closing Date (as defined in this
         International Underwriting Agreement) and on any date on which Option
         Securities are purchased, if such date is not the Closing Date (a
         "settlement date"), each Prospectus (and any supplements thereto) will,
         comply in all material respects with the applicable requirements of the
         Act and the rules thereunder. On the Effective Date and at the
         Execution Time, the Registration Statement did not or will not contain
         any untrue statement of a material fact or omit to state any material
         fact required to be stated therein or necessary in order to make the
         statements therein not misleading; and, on the Effective Date, each
         Prospectus, if not filed pursuant to Rule 424(b), will not, and on the
         date of any filing pursuant to Rule 424(b) and on the Closing Date and
         any settlement date, each Prospectus (together with any supplement
         thereto) will not, include any untrue statement of a material fact or
         omit to state a material fact necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading; provided, however, that the Company makes no
         representations or warranties as to the information contained in or
         omitted from the Registration Statement or the Prospectuses (or any
         supplement thereto) in reliance upon and in conformity with information
         furnished in writing to the Company by or on behalf of any Underwriter
         through the Representatives specifically for inclusion in the
         Registration Statement or the Prospectuses (or any supplement thereto).


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                  (iii) Each of the Company and its subsidiaries has been duly
         incorporated and is validly existing as a corporation in good standing
         under the laws of the jurisdiction in which it is chartered or
         organized with full corporate power and authority to own or lease, as
         the case may be, and to operate its properties and conduct its business
         as described in the Prospectuses, and is duly qualified to do business
         as a foreign corporation and is in good standing under the laws of each
         jurisdiction which requires such qualification, except where the
         failure to be so qualified in any jurisdiction or to have such powers
         or authorities would not have a material adverse effect on the
         condition (financial or otherwise), earnings, business or properties of
         the Company and its subsidiaries, taken as a whole, whether or not
         arising from transactions in the ordinary course of business (a
         "Material Adverse Effect").

                  (iv) All the outstanding shares of capital stock of each
         subsidiary of the Company have been duly and validly authorized and
         issued and are fully paid and nonassessable, and, except as otherwise
         set forth in the Prospectuses, all outstanding shares of capital stock
         of such subsidiaries are owned by the Company either directly or
         through wholly owned subsidiaries free and clear of any perfected
         security interest or any other security interests, claims, liens or
         encumbrances, except where the failure to be so authorized and issued,
         fully paid and nonassessable, owned by the Company or free and clear of
         any such interests, claims, liens or encumbrances would not have a
         Material Adverse Effect.

                  (v) Without limitation of the foregoing, each of the
         subsidiaries listed on Annex A attached hereto (the "Insurance
         Subsidiaries") is duly organized and licensed as an insurance company
         in the jurisdiction of incorporation identified in Annex A hereto and
         is duly licensed or authorized as an insurer or reinsurer in each other
         jurisdiction where it is required to be so licensed or authorized to
         conduct its business as described in the Prospectuses, except where the
         failure (individually or in the aggregate) to be so licensed or
         authorized in any such jurisdiction would not have a Material Adverse
         Effect; each of the Company and each Insurance Subsidiary has made all
         required filings under applicable insurance company statutes and has
         filed all notices, reports, documents or other information required to
         be filed thereunder, except where the failure to have such
         authorizations, approvals, orders, consents, licenses, certificates,
         permits, registrations or qualifications (individually or in the
         aggregate) would not have a Material Adverse Effect, except as set
         forth in or contemplated in the Prospectuses (exclusive of any
         supplement thereto); and none of the Company or any Insurance
         Subsidiary has received any notification from any insurance regulatory
         authority to the effect that any additional authorization, approval,
         order, consent, license, certificate, permit, registration or
         qualification from any insurance regulatory authority is needed to be
         obtained by any of the Company or any subsidiary other than in any case
         where the failure to acquire such additional authorization, approval,
         order, consent, license, certificate, permit, registration or
         qualification (individually or in the aggregate) would not have a
         Material Adverse Effect.


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                  (vi) The Company's authorized equity capitalization is as set
         forth in the Prospectuses; the capital stock of the Company conforms in
         all material respects to the description thereof contained in the
         Prospectuses; the outstanding shares of Common Stock have been duly and
         validly authorized and issued and are fully paid and nonassessable; the
         Securities have been duly and validly authorized, and, when issued and
         delivered to and paid for by the Underwriters pursuant to this
         International Underwriting Agreement and the U.S. Underwriting
         Agreement, will be fully paid and nonassessable; the Securities are
         duly listed, and admitted and authorized for trading, subject to
         official notice of issuance and evidence of satisfactory distribution,
         on the New York Stock Exchange; the certificates for the Securities
         comply with the requirements of Connecticut law and the rules of the
         New York Stock Exchange; the holders of outstanding shares of capital
         stock of the Company are not entitled to preemptive or other rights to
         subscribe for the Securities, except as set forth in the Exchange
         Agreement, dated as of March 21, 2002, between Citigroup Inc.
         ("Citigroup") and the Company; and, except as set forth in the
         Prospectuses, no options, warrants or other rights to purchase,
         agreements or other obligations to issue, or rights to convert any
         obligations into or exchange any securities for, shares of capital
         stock of or ownership interests in the Company are outstanding.

                  (vii) There is no franchise, contract or other document of a
         character required to be described in the Registration Statement or the
         Prospectuses, or to be filed as an exhibit thereto, which is not
         described or filed as required; and the statements in the Prospectuses
         under the headings "Management's Discussion and Analysis of Financial
         Condition and Results of Operations -- Environmental Claims,"
         "Management's Discussion and Analysis of Financial Condition and
         Results of Operations -- Asbestos Claims and Litigation," "Management's
         Discussion and Analysis of Financial Condition and Results of
         Operations -- Cumulative Injury Other Than Asbestos (CIOTA) Claims,"
         "Business -- Environmental, Asbestos and Other Cumulative Injury
         Claims," "Business -- Regulation" and "Business -- Legal Proceedings"
         fairly summarize the matters therein described.

                  (viii) This International Underwriting Agreement has been duly
         authorized, executed and delivered by the Company.

                  (ix) Each of the agreements listed on Annex B attached hereto
         has been duly authorized and, when executed and delivered by the
         Company or its applicable subsidiary, will constitute a valid and
         binding obligation of the Company or such subsidiary enforceable in
         accordance with its terms, except to the extent that enforcement
         thereof may be limited by (A) bankruptcy, insolvency, reorganization,
         moratorium or other similar laws now or hereafter in effect relating to
         creditors' rights generally and (B) general principles of equity
         (regardless of whether enforceability is considered in a proceeding at
         law or in equity).


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                  (x) The Company is not and, after giving effect to the
         offering and sale of the Securities and the application of the proceeds
         thereof as described in the Prospectuses, will not be an "investment
         company" as defined in the Investment Company Act of 1940, as amended.

                  (xi) No consent, approval, authorization, filing with or order
         of any court or governmental agency or body is required in connection
         with the transactions contemplated in this International Underwriting
         Agreement or the U.S. Underwriting Agreement, except such as have been
         obtained under the Act and such as may be required under the blue sky
         laws or securities laws of any state or foreign jurisdiction in
         connection with the purchase and distribution of the Securities by the
         Underwriters in the manner contemplated herein and in the Prospectuses,
         or except where the failure to obtain such consent, approval,
         authorization, filing or order would not have a material adverse effect
         on the issuance and sale of the Securities or the consummation of any
         of the other transactions contemplated in this International
         Underwriting Agreement or the U.S. Underwriting Agreement.

                  (xii) Neither the issue and sale of the Securities nor the
         consummation of any other of the transactions contemplated in this
         International Underwriting Agreement or the U.S Underwriting Agreement
         nor the fulfillment of the terms of this International Underwriting
         Agreement or the U.S Underwriting Agreement will conflict with, or
         result in a breach or violation or imposition of any lien, charge or
         encumbrance upon any property or assets of the Company or any of its
         subsidiaries pursuant to, (1) the charter or by-laws of the Company or
         any of its subsidiaries, (2) the terms of any indenture, contract,
         lease, mortgage, deed of trust, note agreement, loan agreement or other
         agreement, obligation, condition, covenant or instrument to which the
         Company or any of its subsidiaries is a party or bound or to which its
         or their property is subject, or (3) any statute, law, rule,
         regulation, judgment, order or decree applicable to the Company or any
         of its subsidiaries (including the requirements of the insurance laws
         and regulations of its state of incorporation and the insurance laws
         and regulations of other applicable jurisdictions) of any court,
         regulatory body, administrative agency, governmental body, arbitrator
         or other authority having jurisdiction over the Company or any of its
         subsidiaries or any of its or their properties, except, in the case of
         clauses (2) and (3) above, for such conflict, breach or violation that
         would not have a material adverse effect on the issuance and sale of
         the Securities or the consummation of any other of the transactions
         contemplated in this International Underwriting Agreement or the U.S.
         Underwriting Agreement.

                  (xiii) No holders of securities of the Company have rights to
         the registration of such securities under the Registration Statement.

                  (xiv) The consolidated historical financial statements and
         schedules of the Company and its consolidated subsidiaries included in
         the Prospectuses and the Registration Statement present fairly in all
         material respects the financial condition, results of operations and
         cash flows of the Company as of the dates and


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         for the periods indicated, comply as to form with the applicable
         accounting requirements of the Act and have been prepared in conformity
         with generally accepted accounting principles applied on a consistent
         basis throughout the periods involved (except as otherwise noted
         therein). The selected financial data set forth under the caption
         "Selected Historical Financial Information" in the Prospectuses and
         Registration Statement fairly present, on the basis stated in the
         Prospectuses and the Registration Statement, the information included
         therein.

                  (xv) The statutory financial statements of the Insurance
         Subsidiaries, from which certain ratios and other statistical data
         included in the Registration Statement and the Prospectuses (and any
         amendment or supplement thereto) have been derived, have been prepared
         for each relevant period in conformity with accounting practices
         prescribed or permitted by the National Association of Insurance
         Commissioners and the insurance departments of the states of domicile
         of such subsidiaries, in effect at such time of preparation, except as
         otherwise stated therein.

                  (xvi) There are no legal or governmental proceedings
         (including, without limitation, actions or proceedings by any insurance
         regulatory agency or body) pending or, to the knowledge of the Company,
         threatened against the Company or any of its subsidiaries, or to which
         the Company or any of its subsidiaries is a party, or to which any of
         their respective properties is subject, that (1) could reasonably be
         expected to have a material adverse effect on the performance of this
         International Underwriting Agreement or the U.S. Underwriting Agreement
         or the consummation of any of the transactions contemplated by this
         International Underwriting Agreement or the U.S. Underwriting Agreement
         or (2) are required to be described in the Registration Statement or
         the Prospectuses (exclusive of any supplement thereto) but are not
         described as required.

                   (xvii) Except as disclosed in the Prospectuses, (1) all
         reinsurance treaties, contracts, agreements and arrangements to which
         the Company or any of the Insurance Subsidiaries is a party and as to
         which any of them reported recoverables, premiums due or other amounts
         in its most recent statutory financial statements are in full force and
         effect, except where the failure of such treaties, contracts,
         agreements and arrangements to be in full force and effect would not
         have a Material Adverse Effect, and none of the Company or any of the
         Insurance Subsidiaries is in violation of, or in default in the
         performance, observance or fulfillment of, any material obligation,
         agreement, covenant or condition contained therein, which violation or
         default would, singly or in the aggregate, have a Material Adverse
         Effect and (2) neither the Company nor any of the Insurance
         Subsidiaries has received any notice from any other party to any
         reinsurance treaty, contract, agreement or arrangement that such other
         party intends not to perform such treaty, contract, agreement or
         arrangement in any material respect, and the Company and the Insurance
         Subsidiaries have no knowledge that any of the other parties to such
         treaties, contracts, agreements or arrangements will be unable to
         perform its obligations under such treaty, contract, agreement or
         arrangement in any material respect, except to the extent (A) the


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         Company or the Insurance Subsidiaries have established reserves in
         their financial statements which they deem adequate for potential
         uncollectible reinsurance or (B) such nonperformance would not have a
         Material Adverse Effect.

                  (xviii) To the best knowledge of the Company, no change in any
         insurance laws or regulations is pending which could reasonably be
         expected to be adopted and if adopted, would have, individually or in
         the aggregate with all such changes, a Material Adverse Effect, except
         as set forth in or contemplated in the Prospectuses (exclusive of any
         supplement thereto).

                  (xix) Neither the Company nor any subsidiary is in violation
         or default of (1) any provision of its charter or by-laws, (2) the
         terms of any indenture, contract, lease, mortgage, deed of trust, note
         agreement, loan agreement or other agreement, obligation, condition,
         covenant or instrument to which it is a party or bound or to which its
         property is subject, or (3) any statute, law, rule, regulation,
         judgment, order or decree of any court, regulatory body, administrative
         agency, governmental body, arbitrator or other authority having
         jurisdiction over the Company or such subsidiary (including the
         requirements of the insurance laws and regulations of its state of
         incorporation and the insurance laws and regulations of other
         applicable jurisdictions) or any of its properties, as applicable,
         except, in the case of each of clauses (2) or (3) above, for such
         violation or default that would not have a Material Adverse Effect.

                  (xx) KPMG LLP, who have certified certain financial statements
         of the Company and its consolidated subsidiaries and delivered their
         report with respect to the audited consolidated financial statements
         and schedules included in the Prospectuses, are independent public
         accountants with respect to the Company within the meaning of the Act
         and the applicable published rules and regulations thereunder.

                  (xxi) There are no transfer taxes or other similar fees or
         charges under federal law or the laws of any state, or any political
         subdivision thereof, required to be paid in connection with the
         execution and delivery of this Agreement or the issuance by the Company
         or sale by the Company of the Securities.

                  (xxii) The Company has filed all foreign, federal, state and
         local tax returns that are required to be filed or has requested
         extensions thereof (except in any case in which the failure so to file
         would not have a Material Adverse Effect), except as set forth in or
         contemplated in the Prospectuses (exclusive of any supplement thereto),
         and has paid all taxes required to be paid by it and any other
         assessment, fine or penalty levied against it, to the extent that any
         of the foregoing is due and payable (except for any such tax,
         assessment, fine or penalty that is currently being contested in good
         faith or as would not have a Material Adverse Effect), except as set
         forth in or contemplated in the Prospectuses (exclusive of any
         supplement thereto).


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                  (xxiii) No labor problem or dispute with the employees of the
         Company or any of its subsidiaries exists or is threatened or imminent,
         and the Company is not aware of any existing or imminent labor
         disturbance by the employees of any of its or its subsidiaries'
         principal suppliers, contractors or customers, that could have a
         Material Adverse Effect, except as set forth in or contemplated in the
         Prospectuses (exclusive of any supplement thereto).

                  (xxiv) The Company and its subsidiaries possess all licenses,
         certificates, permits and other authorizations issued by the
         appropriate federal, state or foreign regulatory authorities (including
         insurance departments) necessary to conduct their respective
         businesses, and no event or events have occurred which would result in
         the impairment, modification, termination or revocation of any such
         license, certificate, authorization or permit which, singly or in the
         aggregate, if the subject of an unfavorable decision, ruling or
         finding, would have a Material Adverse Effect, except as set forth in
         or contemplated in the Prospectuses (exclusive of any supplement
         thereto).

                  (xxv) The Company and each of its subsidiaries maintain a
         system of internal accounting controls sufficient to provide reasonable
         assurance that (1) transactions are executed in accordance with
         management's general or specific authorizations; (2) transactions are
         recorded as necessary to permit preparation of financial statements in
         conformity with generally accepted accounting principles and to
         maintain asset accountability; (3) access to assets is permitted only
         in accordance with management's general or specific authorization; and
         (4) the recorded accountability for assets is compared with the
         existing assets at reasonable intervals and appropriate action is taken
         with respect to any differences.

                  (xxvi) The Company has not taken, directly or indirectly, any
         action that has constituted or that was designed to or might reasonably
         be expected to cause or result in, under the Exchange Act or otherwise,
         the stabilization or manipulation of the price of any security of the
         Company to facilitate the sale or resale of the Securities.

                  (xxvii) Each of the Company and its subsidiaries has fulfilled
         its obligations, if any, under the minimum funding standards of Section
         302 of the United States Employee Retirement Income Security Act of
         1974 ("ERISA") and the regulations and published interpretations
         thereunder with respect to each "plan" (as defined in Section 3(3) of
         ERISA and such regulations and published interpretations) in which
         employees of the Company and its subsidiaries are eligible to
         participate, except where the failure to fulfill such obligations would
         not have a Material Adverse Effect, and each such plan is in compliance
         in all material respects with the presently applicable provisions of
         ERISA and such regulations and published interpretations. The Company
         and its subsidiaries have not incurred any unpaid liability to the
         Pension Benefit Guaranty Corporation (other than for the payment of
         premiums in the ordinary course) or to any such


                                       9
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         plan under Title IV of ERISA, except where the failure to fulfill such
         obligations or any such noncompliance would not have a Material Adverse
         Effect.

                  (xxviii) The Company and its subsidiaries own, possess,
         license or have other rights to use, on reasonable terms, all patents,
         patent applications, trade and service marks, trade and service mark
         registrations, trade names, copyrights, licenses, inventions, trade
         secrets, technology, know-how and other intellectual property
         (collectively, the "Intellectual Property") necessary for the conduct
         of the Company's business as now conducted, except where the failure to
         so own, possess, license or have other rights to use such Intellectual
         Property would not have a Material Adverse Effect, or as proposed in
         the Prospectuses to be conducted, and the Company is not aware of any
         material claim to the contrary or any material challenge by any other
         person to the rights of the Company or its subsidiaries with respect to
         the foregoing, except as set forth or contemplated in the Prospectuses
         (exclusive of any supplement thereto).

                  (xxix) Neither any "nationally recognized statistical rating
         organization" (as defined for purposes of Rule 436(g) under the Act)
         nor A.M. Best Co. has (A) taken any action to, or to the Company's
         knowledge, threatened to decrease the rating of any debt securities of
         the Company or any of its U.S. subsidiaries or the financial strength
         or the claims paying ability of the Company, any of its U.S.
         subsidiaries or any intracompany insurance pool to which any Insurance
         Subsidiary of the Company belongs or (B) given any notice of any
         intended or potential decrease in any such rating or of a possible
         change in any such rating that does not indicate the direction of the
         possible change.

                  (xxx) The Company has not offered, or caused the U.S.
         Underwriters to offer, U.S. Securities to any person pursuant to the
         Directed Share Program with the specific intent to unlawfully influence
         (i) a customer or supplier of the Company to alter the customer's or
         supplier's level or type of business with the Company, or (ii) a trade
         journalist or publication to write or publish favorable information
         about the Company or its products.

                  Any certificate signed by any officer of the Company and
delivered to the Representatives or counsel for the Underwriters in connection
with the offering of the Securities shall be deemed a representation and
warranty by the Company, as to matters covered thereby, to each Underwriter.

                  (b) Citigroup represents and warrants to, and agrees with,
each Underwriter as set forth below in this Section 1(b).

                  (i) This International Underwriting Agreement has been duly
         authorized, executed and delivered by Citigroup.

                  (ii) Each of the agreements listed on Annex B attached hereto
         has been duly authorized and, when executed and delivered by Citigroup
         or its applicable subsidiary, will constitute a valid and binding
         obligation of Citigroup or such


                                       10
<PAGE>
         subsidiary enforceable in accordance with its terms, except to the
         extent that enforcement thereof may be limited by (A) bankruptcy,
         insolvency, reorganization, moratorium or other similar laws now or
         hereafter in effect relating to creditors' rights generally and (B)
         general principles of equity (regardless of whether enforceability is
         considered in a proceeding at law or in equity).

                  (iii) Citigroup has not taken, directly or indirectly, any
         action that has constituted or that was designed to or might reasonably
         be expected to cause or result in, under the Exchange Act or otherwise,
         the stabilization or manipulation of the price of any security of the
         Company to facilitate the sale or resale of the Securities.

                  (iv) Neither the issue and sale of the Securities nor the
         consummation of any other of the transactions herein contemplated nor
         the fulfillment of the terms hereof will conflict with, or result in a
         breach or violation or imposition of any lien, charge or encumbrance
         upon any property or assets of Citigroup or any of its subsidiaries
         pursuant to, (1) the charter or by-laws of Citigroup or any of its
         subsidiaries, (2) the terms of any indenture, contract, lease,
         mortgage, deed of trust, note agreement, loan agreement or other
         agreement, obligation, condition, covenant or instrument to which
         Citigroup or any of its subsidiaries is a party or bound or to which
         its or their property is subject, or (3) any statute, law, rule,
         regulation, judgment, order or decree applicable to Citigroup or any of
         its subsidiaries (including the requirements of the insurance laws and
         regulations of its state of incorporation and the insurance laws and
         regulations of other jurisdictions which are applicable to such
         subsidiary) of any court, regulatory body, administrative agency,
         governmental body, arbitrator or other authority having jurisdiction
         over Citigroup or any of its subsidiaries or any of its or their
         properties, except in the case of clauses (2) and (3) above, for such
         conflict, breach or violation that would not have a material adverse
         effect on the issuance and sale of the Securities or the consummation
         of any other of the transactions contemplated in this International
         Underwriting Agreement or the U.S. Underwriting Agreement.

                   (v) In respect of any statements in or omissions from the
         Registration Statement or the Prospectuses or any supplements thereto
         made in reliance upon and in conformity with information furnished in
         writing to the Company by Citigroup specifically for use in connection
         with the preparation thereof, Citigroup hereby makes the same
         representations and warranties to each International Underwriter as the
         Company makes to such International Underwriter under the second
         sentence of paragraph (a)(ii) of this Section.

                  Any certificate signed by any officer of Citigroup and
delivered to the Representatives or counsel for the Underwriters in connection
with the offering of the Securities shall be deemed a representation and
warranty by Citigroup, as to matters covered thereby, to each Underwriter.


                                       11
<PAGE>
                  2. Purchase and Sale. (a) Subject to the terms and conditions
and in reliance upon the representations and warranties set forth in this
International Underwriting Agreement, the Company agrees to sell to each
International Underwriter, and each International Underwriter agrees, severally
and not jointly, to purchase from the Company, at a purchase price of $17.76 per
share, the amount of the International Underwritten Securities set forth
opposite such International Underwriter's name in Schedule I to this
International Underwriting Agreement.

                  (b) Subject to the terms and conditions and in reliance upon
the representations and warranties set forth in this International Underwriting
Agreement, the Company hereby grants an option to the several International
Underwriters to purchase, severally and not jointly, up to 4,200,000
International Option Securities at the same purchase price per share as the
International Underwriters shall pay for the International Underwritten
Securities. Said option may be exercised only to cover over-allotments in the
sale of the International Underwritten Securities by the International
Underwriters. Said option may be exercised in whole or in part at any time on or
before the 30th day after the date of the International Prospectus upon written
or telegraphic notice by the International Representatives to the Company
setting forth the number of shares of the International Option Securities as to
which the several International Underwriters are exercising the option and the
settlement date. The number of International Option Securities to be purchased
by each International Underwriter shall be the same percentage of the total
number of shares of the International Option Securities to be purchased by the
several International Underwriters as such International Underwriter is
purchasing of the International Underwritten Securities, subject to such
adjustments as you in your absolute discretion shall make to eliminate any
fractional shares.

                  3. Delivery and Payment. Delivery of and payment for the
International Underwritten Securities and the International Option Securities
(if the option provided for in Section 2(b) hereof shall have been exercised on
or before the third Business Day prior to the Closing Date) shall be made at
10:00 AM, New York City time, on March 27, 2002, or at such time on such later
date not more than three Business Days after the foregoing date as the
Representatives shall designate, which date and time may be postponed by
agreement among the International Representatives, the U.S. Representatives and
the Company or as provided in Section 9 hereof (such date and time of delivery
and payment for the International Securities being herein called the "Closing
Date"). Delivery of the International Securities shall be made to the
International Representatives for the respective accounts of the several
International Underwriters against payment by the several International
Underwriters through the International Representatives of the purchase price
thereof to or upon the order of the Company by wire transfer payable in same-day
funds to an account specified by the Company. Delivery of the International
Underwritten Securities and the International Option Securities shall be made
through the facilities of The Depository Trust Company unless the International
Representatives shall otherwise instruct.

                  If the option provided for in Section 2(b) hereof is exercised
after the third Business Day prior to the Closing Date, the Company will deliver
the International Option Securities (at the expense of the Company) to the
International Representatives, at


                                       12
<PAGE>
388 Greenwich Street, New York, New York, on the date specified by the
International Representatives (which shall be within three Business Days after
exercise of said option) for the respective accounts of the several
International Underwriters, against payment by the several International
Underwriters through the International Representatives of the purchase price
thereof to or upon the order of the Company by wire transfer payable in same-day
funds to an account specified by the Company. If settlement for the
International Option Securities occurs after the Closing Date, the Company will
deliver to the International Representatives on the settlement date for the
International Option Securities, and the obligation of the International
Underwriters to purchase the International Option Securities shall be
conditioned upon receipt of, supplemental opinions, certificates and letters
confirming as of such date the opinions, certificates and letters delivered on
the Closing Date pursuant to Section 6 hereof.

                  It is understood and agreed that the Closing Date shall occur
simultaneously with the "Closing Date" under the U.S. Underwriting Agreement,
and that each settlement date, if any, shall occur simultaneously with the
related "settlement date" under the U.S. Underwriting Agreement.

                  4. Offering by Underwriters. It is understood that the several
International Underwriters propose to offer the International Securities for
sale to the public as set forth in the International Prospectus.

                  5.  Agreements.  (a)  The Company agrees with the several
International Underwriters that:

                  (i) The Company will use its best efforts to cause the
         Registration Statement, if not effective at the Execution Time, and any
         amendment thereof, to become effective. Prior to the termination of the
         offering of the Securities, the Company will not file any amendment of
         the Registration Statement or supplement to the Prospectuses or any
         Rule 462(b) Registration Statement unless the Company has furnished you
         a copy for your review prior to filing and will not file any such
         proposed amendment or supplement to which you reasonably object.
         Subject to the foregoing sentence, if the Registration Statement has
         become or becomes effective pursuant to Rule 430A, or filing of the
         Prospectuses is otherwise required under Rule 424(b), the Company will
         cause the Prospectuses, properly completed, and any supplement thereto
         to be filed with the Commission pursuant to the applicable paragraph of
         Rule 424(b) within the time period prescribed and will provide evidence
         satisfactory to the International Representatives of such timely
         filing. The Company will promptly advise the International
         Representatives (A) when the Registration Statement, if not effective
         at the Execution Time, shall have become effective, (B) when the
         Prospectuses, and any supplement thereto, shall have been filed (if
         required) with the Commission pursuant to Rule 424(b) or when any Rule
         462(b) Registration Statement shall have been filed with the
         Commission, (C) when, prior to termination of the offering of the
         Securities, any amendment to the Registration Statement shall have been
         filed or become effective, (D) of any request by the Commission or its
         staff for any amendment of the Registration Statement, or any


                                       13
<PAGE>
         Rule 462(b) Registration Statement, or for any supplement to the
         Prospectuses or for any additional information, (E) of the issuance by
         the Commission of any stop order suspending the effectiveness of the
         Registration Statement or the institution or threatening of any
         proceeding for that purpose and (F) of the receipt by the Company of
         any notification with respect to the suspension of the qualification of
         the Securities for sale in any jurisdiction or the institution or
         threatening of any proceeding for such purpose. The Company will use
         its best efforts to prevent the issuance of any such stop order or the
         suspension of any such qualification and, if issued, to obtain as soon
         as possible the withdrawal thereof.

                  (ii) If, at any time when a prospectus relating to the
         Securities is required to be delivered under the Act, any event occurs
         as a result of which either of the Prospectuses as then supplemented
         would include any untrue statement of a material fact or omit to state
         any material fact necessary to make the statements therein in the light
         of the circumstances under which they were made not misleading, or if
         it shall be necessary to amend the Registration Statement or supplement
         either of the Prospectuses to comply with the Act or the rules
         thereunder, the Company promptly will (A) notify the International
         Representatives of any such event, (B) prepare and file with the
         Commission, subject to the second sentence of subparagraph (a)(i) of
         this Section 5, an amendment or supplement which will correct such
         statement or omission or effect such compliance and (C) supply any
         supplemented Prospectuses to you in such quantities as you may
         reasonably request.

                  (iii) As soon as practicable, the Company will make generally
         available to its security holders and to the International
         Representatives an earnings statement or statements of the Company and
         its subsidiaries which will satisfy the provisions of Section 11(a) of
         the Act and Rule 158 under the Act.

                  (iv) The Company will furnish to the International
         Representatives and counsel for the International Underwriters signed
         copies of the Registration Statement (including exhibits thereto) and
         to each other International Underwriter a copy of the Registration
         Statement (without exhibits thereto) and, so long as delivery of a
         prospectus by an International Underwriter or dealer may be required by
         the Act, as many copies of each International Preliminary Prospectus
         and the International Prospectus and any supplement thereto as the
         International Representatives may reasonably request.

                  (v) The Company will arrange, if necessary, for the
         qualification of the Securities for sale under the laws of such
         jurisdictions as the International Representatives may designate and
         will maintain such qualifications in effect so long as required for the
         distribution of the International Securities; provided that in no event
         shall the Company be obligated to qualify to do business in any
         jurisdiction where it is not now so qualified or to take any action
         that would subject it to service of process in suits, other than those
         arising out of the offering or sale of the Securities, or taxation in
         any jurisdiction where it is not now so subject.


                                       14
<PAGE>
                  (vi) The Company will not, without the prior written consent
         of Salomon Smith Barney Inc., offer, sell, contract to sell, pledge, or
         otherwise dispose of (or enter into any transaction which is designed
         to, or might reasonably be expected to, result in the disposition of
         (whether by actual disposition or effective economic disposition due to
         cash settlement or otherwise) by the Company or any affiliate of the
         Company or any person in privity with the Company or any affiliate of
         the Company), directly or indirectly, including the filing (or
         participation in the filing) of a registration statement with the
         Commission in respect of, or establish or increase a put equivalent
         position or liquidate or decrease a call equivalent position within the
         meaning of Section 16 of the Exchange Act with respect to, any other
         shares of Common Stock or shares of the Company's Class B Common Stock
         ("Class B Common Stock") or any securities convertible into, or
         exercisable or exchangeable for, shares of Common Stock or shares of
         Class B Common Stock; or publicly announce an intention to effect any
         such transaction, for a period of 180 days after the date of the
         International Underwriting Agreement, provided, however, that (A) the
         Company may issue and sell its 4.5% Junior Subordinated Convertible
         Notes (the "Notes") in the concurrent offering of the Notes
         contemplated by the Prospectuses, (B) the Company may issue shares of
         Common Stock upon conversion of the Notes, (C) the Company may grant
         options to purchase shares of Common Stock or Class B Common Stock, (D)
         the Company may issue shares of Common Stock or Class B Common Stock
         upon the conversion of securities or the exercise of warrants
         outstanding at the Execution Time or upon the exercise of options under
         its stock option plans, (E) the Company may issue restricted shares of
         Common Stock or Class B Common Stock pursuant to the Company's 2002
         stock incentive plan, (F) the Company may issue or sell shares of
         Common Stock or Class B Common Stock in connection with an acquisition
         or business combination and (G) the Company may issue shares of Common
         Stock or Class B Common Stock in connection with the transactions
         contemplated under the heading "Summary -- Our Corporate
         Reorganization" in the Prospectuses.

                  (vii) The Company will not take, directly or indirectly, any
         action designed to or which has constituted or which might reasonably
         be expected to cause or result, under the Exchange Act or otherwise, in
         stabilization or manipulation of the price of any security of the
         Company to facilitate the sale or resale of the Securities.

                  (viii) The Company agrees to pay the costs and expenses
         relating to the following matters: (A) the preparation, printing or
         reproduction and filing with the Commission of the Registration
         Statement (including financial statements and exhibits thereto), each
         Preliminary Prospectus, each Prospectus, and each amendment or
         supplement to any of them; (B) the printing (or reproduction) and
         delivery (including postage, air freight charges and charges for
         counting and packaging) of such copies of the Registration Statement,
         each Preliminary Prospectus, each Prospectus, and all amendments or
         supplements to any of them, as may, in each case, be reasonably
         requested for use in connection with the


                                       15
<PAGE>
         offering and sale of the Securities; (C) the preparation, printing,
         authentication, issuance and delivery of certificates for the
         Securities, including any stamp or transfer taxes in connection with
         the original issuance and sale of the Securities; (D) the printing (or
         reproduction) and delivery of the U.S. Underwriting Agreement and this
         International Underwriting Agreement, any blue sky memorandum and all
         other agreements or documents printed (or reproduced) and delivered in
         connection with the offering of the Securities; (E) the registration of
         the Securities under the Exchange Act and the listing of the Securities
         on the New York Stock Exchange; (F) any registration or qualification
         of the Securities for offer and sale under the securities or blue sky
         laws of the several states (including filing fees and the reasonable
         fees and expenses of counsel for the Underwriters relating to such
         registration and qualification); (G) any filings required to be made
         with the National Association of Securities Dealers, Inc. (including
         filing fees and the reasonable fees and expenses of counsel for the
         Underwriters relating to such filings); (H) the transportation and
         other expenses incurred by or on behalf of Company representatives in
         connection with presentations to prospective purchasers of the
         Securities; (I) the fees and expenses of the Company's accountants and
         the fees and expenses of counsel (including local and special counsel)
         for the Company; and (J) all other costs and expenses incident to the
         performance by the Company of its obligations under this International
         Underwriting Agreement and the U.S. Underwriting Agreement.

                  (ix) In connection with the Directed Share Program, the
         Company will ensure that the Directed Shares will be restricted to the
         extent required by the National Association of Securities Dealers, Inc.
         (the "NASD") or the NASD rules from sale, transfer, assignment, pledge
         or hypothecation for a period of three months following the date of the
         effectiveness of the Registration Statement. Salomon Smith Barney Inc.
         will notify the Company as to which Participants will need to be so
         restricted. The Company will direct the removal of such transfer
         restrictions upon the expiration of such period of time.

                  (b) Citigroup agrees with the several International
Underwriters that:

                  (i) Citigroup will not, without the prior written consent of
         Salomon Smith Barney Inc., offer, sell, contract to sell, pledge, or
         otherwise dispose of (or enter into any transaction which is designed
         to, or might reasonably be expected to, result in the disposition of
         (whether by actual disposition or effective economic disposition due to
         cash settlement or otherwise) by the Company or any affiliate of the
         Company or any person in privity with the Company or any affiliate of
         the Company), directly or indirectly, including the filing (or
         participation in the filing) of a registration statement with the
         Commission in respect of, or establish or increase a put equivalent
         position or liquidate or decrease a call equivalent position within the
         meaning of Section 16 of the Exchange Act with respect to, any other
         shares of Common Stock or shares of Class B Common Stock or any
         securities convertible into, or exercisable or exchangeable for, shares
         of Common Stock or shares of Class B Common Stock; or publicly announce
         an intention to effect any such transaction, for a period of 180 days
         after the date of the


                                       16
<PAGE>
         International Underwriting Agreement, provided, however, that (A) the
         Company may issue and sell the Notes in the concurrent offering of the
         Notes contemplated by the Prospectuses, (B) the Company may issue
         shares of Common Stock upon conversion of the Notes, (C) the Company
         may grant options to purchase shares of Common Stock or Class B Common
         Stock, (D) the Company may issue shares of Common Stock or Class B
         Common Stock upon the conversion of securities or the exercise of
         warrants outstanding at the Execution Time or upon the exercise of
         options under its stock option plans, (E) the Company may issue
         restricted shares of Common Stock or Class B Common Stock pursuant to
         the Company's 2002 stock incentive plan, (F) the Company may issue or
         sell shares of Common Stock or Class B Common Stock in connection with
         an acquisition or business combination, (G) Citigroup may privately
         transfer shares of the Company's Common Stock or Class B Common Stock,
         as long as the acquirer of such shares agrees in writing to be bound by
         the obligations and restrictions set forth in this clause (i), and (H)
         the Company may issue shares of Common Stock or Class B Common Stock in
         connection with the transactions contemplated under the heading
         "Summary -- Our Corporate Reorganization" in the Prospectuses.

                  (ii) Citigroup will not take, directly or indirectly, any
         action designed to or which has constituted or which might reasonably
         be expected to cause or result, under the Exchange Act or otherwise, in
         stabilization or manipulation of the price of any security of the
         Company to facilitate the sale or resale of the Securities.

                  (c) Each International Underwriter agrees that (i) it is not
purchasing any of the International Securities for the account of any United
States or Canadian Person, (ii) it has not offered or sold, and will not offer
or sell, directly or indirectly, any of the International Securities or
distribute any International Prospectus to any person in the United States or
Canada, or to any United States or Canadian Person, and (iii) any dealer to whom
it may sell any of the International Securities will represent that it is not
purchasing for the account of any United States or Canadian Person and agree
that it will not offer or resell, directly or indirectly, any of the
International Securities in the United States or Canada, or to any United States
or Canadian Person or to any other dealer who does not so represent and agree;
provided, however, that the foregoing shall not restrict (A) purchases and sales
between the U.S. Underwriters on the one hand and the International Underwriters
on the other hand pursuant to the Agreement Between U.S. Underwriters and
International Underwriters, (B) stabilization transactions contemplated under
the Agreement Between U.S. Underwriters and International Underwriters,
conducted through Salomon Smith Barney Inc. (or through the U.S. Representatives
and International Representatives) as part of the distribution of the
Securities, and (C) sales to or through (or distributions of the International
Prospectus or the International Preliminary Prospectus to) persons not United
States or Canadian Persons who are investment advisors, or who otherwise
exercise investment discretion, and who are purchasing for the account of any
United States or Canadian Person.

                  (d) The agreements of the International Underwriters set forth
in paragraph (c) of this Section 5 shall terminate upon the earlier of the
following events:


                                       17
<PAGE>
                  (i) a mutual agreement of the U.S. Representatives and the
         International Representatives to terminate the selling restrictions set
         forth in paragraph (c) of this Section 5 and in Section 5(c) of the
         U.S. Underwriting Agreement; or

                  (ii) the expiration of a period of 30 days after the Closing
         Date, unless (A) the International Representatives shall have given
         notice to the Company and the U.S. Representatives that the
         distribution of the International Securities by the International
         Underwriters has not yet been completed, or (B) the U.S.
         Representatives shall have given notice to the Company and the
         International Underwriters that the distribution of the U.S. Securities
         by the U.S. Underwriters has not yet been completed. If such notice by
         the U.S. Representatives or the International Representatives is given,
         the agreements set forth in such paragraph (c) shall survive until the
         earlier of (1) the event referred to in clause (a) of this subsection
         (d) or (2) the expiration of an additional period of 30 days from the
         date of any such notice.

                  (e) Each International Underwriter severally represents and
agrees that:

                  (i) it has not offered or sold and, prior to the expiry of six
         months from the Closing Date, will not offer or sell any International
         Securities to persons in the United Kingdom except to persons whose
         ordinary activities involve them in acquiring, holding, managing or
         disposing of investments (as principal or agent) for the purposes of
         their businesses or otherwise in circumstances which have not resulted
         and will not result in an offer to the public in the United Kingdom
         within the meaning of the Public Offers of Securities Regulations 1995;

                  (ii) it has only communicated and caused to be communicated
         and will only communicate or cause to be communicated any invitation or
         inducement to engage in investment activity (within the meaning of
         section 21 of the Financial Services and Markets Act 2000 ("FSMA"))
         received by it in connection with the issue or sale of any
         International Securities in circumstances in which section 21(1) of the
         FSMA does not apply to the Company;

                  (iii) it has complied and will comply with all applicable
         provisions of the FSMA with respect to anything done by it in relation
         to the International Securities in, from or otherwise involving the
         United Kingdom;

                  (iv) the offer in The Netherlands of the International
         Securities is exclusively limited to persons who trade or invest in
         securities in the conduct of a profession or business (which include
         banks, stockbrokers, insurance companies, pension funds, other
         institutional investors and finance companies and treasury departments
         of large enterprises);

                  (v) (A) it has not offered or sold and will not offer or sell
         the International Securities in Hong Kong SAR by means of the
         International Prospectus or any other document, other than to persons
         whose ordinary business involves buying or selling shares or
         debentures, whether as principal or agent or in circumstances


                                       19
<PAGE>
         which do not constitute an offer to the public within the meaning of
         the Companies Ordinance (Cap. 32 of the Laws of Hong Kong SAR), and (B)
         unless it is a person who is permitted to do so under the securities
         laws of Hong Kong SAR, it has not issued or held for the purpose of
         issue in Hong Kong and will not issue or hold for the purpose of issue
         in Hong Kong SAR the International Prospectus, any other offering
         material or any advertisement, invitation or document relating to the
         International Securities, otherwise than with respect to International
         Securities intended to be disposed of to persons outside Hong Kong SAR
         or only to persons whose business involves the acquisition, disposal,
         or holding of securities, whether as principal or as agent;

                  (vi) (A) the International Securities offered in the
         International Prospectus have not been registered under the Securities
         and Exchange Law of Japan, and it has not offered or sold and will not
         offer or sell, directly or indirectly, the International Securities in
         Japan or to or for the account of any resident of Japan, except (I)
         pursuant to an exemption from the registration requirements of the
         Securities and Exchange Law and (II) in compliance with any other
         applicable requirements of Japanese law, and (B) sales into Japan are
         restricted to the agreed list of eligible offerees set forth on Annex
         C;

                  (vii) it has not offered or sold and will not offer or sell
         any International Securities, nor will it circulate or distribute the
         International Prospectus or any other document or material relating to
         such shares, directly or indirectly, to the public or any member of the
         public in Singapore other than (A) to an institutional investor or
         other person specified in Section 106C of the Companies Act, Chapter 50
         of Singapore (the "Singapore Companies Act"), (B) to a sophisticated
         investor, and in accordance with the conditions, specified in Section
         106D of the Singapore Companies Act or (C) otherwise pursuant to, and
         in accordance with the conditions of, any other applicable provision of
         the Singapore Companies Act; and

                  (viii) sales into Spain are restricted to the agreed list of
         eligible offerees set forth on Annex D.

                  6. Conditions to the Obligations of the International
Underwriters. The obligations of the International Underwriters to purchase the
International Underwritten Securities and the International Option Securities,
as the case may be, shall be subject to the accuracy of the representations and
warranties on the part of the Company and Citigroup contained herein as of the
Execution Time, the Closing Date and any settlement date pursuant to Section 3
hereof, to the accuracy of the statements of the Company and Citigroup made in
any certificates pursuant to the provisions hereof, to the performance by each
of the Company and Citigroup of their respective obligations hereunder and to
the following additional conditions:

                  (a) If the Registration Statement has not become effective
         prior to the Execution Time, unless the U.S. Representatives and the
         International Representatives agree in writing to a later time, the
         Registration Statement will


                                       19
<PAGE>
         become effective not later than (i) 6:00 PM New York City time on the
         date of determination of the public offering price, if such
         determination occurred at or prior to 3:00 PM New York City time on
         such date or (ii) 9:30 AM on the Business Day following the day on
         which the public offering price was determined, if such determination
         occurred after 3:00 PM New York City time on such date; if filing of
         either of the Prospectuses, or any supplement thereto, is required
         pursuant to Rule 424(b), the Prospectuses, and any such supplement,
         will be filed in the manner and within the time period required by Rule
         424(b); and no stop order suspending the effectiveness of the
         Registration Statement shall have been issued and no proceedings for
         that purpose shall have been instituted or threatened.

                  (b) The Company shall have requested and caused Skadden, Arps,
         Slate, Meagher & Flom, special counsel for the Company and Citigroup,
         to have furnished to the Representatives their opinion, dated the
         Closing Date and addressed to the Representatives, substantially in the
         form of Exhibit A.

                  (c) The Company shall have requested and caused Simpson,
         Thacher & Bartlett, special counsel for the Company, to have furnished
         to the Representatives their opinion, dated the Closing Date and
         addressed to the Representatives, substantially in the form of Exhibit
         B.

                  (d) The Company and Citigroup shall have requested and caused
         James M. Michener, Esq., corporate counsel for the Company and
         Citigroup, to have furnished to the Representatives his opinion, dated
         the Closing Date and addressed to the Representatives, substantially in
         the form of Exhibit C.

                  (e) The Company shall have requested and caused Cummings &
         Lockwood LLC, special Connecticut counsel for the Company, to have
         furnished to the Representatives their opinion, dated the Closing Date
         and addressed to the Representatives, substantially in the form of
         Exhibit D.

                  (f) The Representatives shall have received from Cleary,
         Gottlieb, Steen & Hamilton, counsel for the Underwriters, such opinion
         or opinions, dated the Closing Date and addressed to the
         Representatives, with respect to the issuance and sale of the
         Securities, the Registration Statement, the Prospectuses (together with
         any supplement thereto) and other related matters as the
         Representatives may reasonably require, and the Company shall have
         furnished to such counsel such documents as they request for the
         purpose of enabling them to pass upon such matters.

                  (g) The Company shall have furnished to the Representatives a
         certificate of the Company, signed by the Chairman of the Board or the
         President and the principal financial or accounting officer of the
         Company, dated the Closing Date, to the effect that the signers of such
         certificate have carefully examined the Registration Statement, the
         Prospectuses, any supplements to the Prospectuses and the Underwriting
         Agreements and that:


                                       20
<PAGE>
                           (i) the representations and warranties of the Company
                  in the Underwriting Agreements are true and correct on and as
                  of the Closing Date with the same effect as if made on the
                  Closing Date and the Company has complied with all the
                  agreements and satisfied all the conditions on its part to be
                  performed or satisfied at or prior to the Closing Date;

                           (ii) no stop order suspending the effectiveness of
                  the Registration Statement has been issued and no proceedings
                  for that purpose have been instituted or, to the Company's
                  knowledge, threatened; and

                           (iii) since the date of the most recent financial
                  statements included in the Prospectuses (exclusive of any
                  supplement thereto), there has been no material adverse change
                  in the condition (financial or otherwise), earnings, business
                  or properties of the Company and its subsidiaries, taken as a
                  whole, whether or not arising from transactions in the
                  ordinary course of business, except as set forth in or
                  contemplated in the Prospectuses (exclusive of any supplement
                  thereto).

                  (h) The Company shall have requested and caused KPMG LLP to
         have furnished to the Representatives, at the Execution Time and at the
         Closing Date, letters, dated respectively as of the Execution Time and
         as of the Closing Date, substantially in the form of Exhibit E hereto.

                  (i) Subsequent to the Execution Time or, if earlier, the dates
         as of which information is given in the Registration Statement
         (exclusive of any amendment thereof) and the Prospectuses (exclusive of
         any supplement thereto), there shall not have been (i) any change or
         decrease specified in the letter or letters referred to in paragraph
         (h) of this Section 6 or (ii) any change, or any development involving
         a prospective change, in or affecting the condition (financial or
         otherwise), earnings, business or properties of the Company and its
         subsidiaries taken as a whole, whether or not arising from transactions
         in the ordinary course of business, except as set forth in or
         contemplated in the Prospectuses (exclusive of any supplement thereto),
         the effect of which, in any case referred to in clause (i) or (ii)
         above, is, in the sole judgment of the International Representatives,
         so material and adverse as to make it impractical or inadvisable to
         proceed with the offering or delivery of the International Securities
         as contemplated by the Registration Statement (exclusive of any
         amendment thereof) and the Prospectuses (exclusive of any supplement
         thereto).

                  (j) Subsequent to the Execution Time, there shall not have
         been (i) any decrease in the rating of any debt securities of the
         Company or any of its U.S. subsidiaries or the financial strength or
         the claims paying ability of the Company, any of its U.S. subsidiaries
         or any intracompany insurance pool to which any Insurance Subsidiary
         belongs by any "nationally recognized statistical rating organization"
         (as defined for purposes of Rule 436(g) under the Act) or A.M. Best Co.
         or (ii) any notice given of any intended or potential decrease in any
         such


                                       21
<PAGE>
         rating or of a possible change in any such rating that does not
         indicate the direction of the possible change.

                  (k) Prior to the Closing Date, the Company shall have
         furnished to the International Representatives such further
         information, certificates and documents as the International
         Representatives may reasonably request.

                  (l) The Securities shall have been listed and admitted and
         authorized for trading on the New York Stock Exchange, subject to
         notice of issuance, and satisfactory evidence of such actions shall
         have been provided to the Representatives.

                  (m) At the Execution Time, the Company shall have furnished to
         the Representatives a letter substantially in the form of Exhibit F
         hereto from each officer and director of the Company and each
         Participant in the Directed Share Program addressed to the
         Representatives.

                  (n) The Company shall have consummated the transactions
         contemplated under the caption "Summary -- Our Corporate
         Reorganization" in the Prospectuses, and each of the Company and
         Citigroup, or its applicable subsidiary, shall have executed and
         delivered each of the agreements listed on Annex B attached hereto.

                  (o) The closing of the purchase of the U.S. Underwritten
         Securities to be issued and sold by the Company pursuant to the U.S.
         Underwriting Agreement shall occur concurrently with the closing of the
         International Underwritten Securities to be issued and sold by the
         Company pursuant to the International Underwriting Agreement.

                  If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided in the U.S.
Underwriting Agreement and this International Underwriting Agreement, or if any
of the opinions and certificates mentioned above or elsewhere in this
International Underwriting Agreement and the U.S. Underwriting Agreement shall
not be in all material respects reasonably satisfactory in form and substance to
the International Representatives and counsel for the Underwriters, this
International Underwriting Agreement and all obligations of the International
Underwriters under this International Underwriting Agreement may be canceled at,
or at any time prior to, the Closing Date by the International Representatives.
Notice of such cancellation shall be given to the Company in writing or by
telephone or facsimile confirmed in writing.

                  The documents required to be delivered by this Section 6 shall
be delivered at the office of Cleary, Gottlieb, Steen & Hamilton, counsel for
the Underwriters, at One Liberty Plaza, New York, New York, on the Closing Date.

                  7. Reimbursement of International Underwriters' Expenses. If
the sale of the International Securities provided for herein is not consummated
because any condition to the obligations of the International Underwriters set
forth in Section 6 hereof


                                       22
<PAGE>
is not satisfied, because of any termination pursuant to Section 10 hereof or
because of any refusal, inability or failure on the part of the Company to
perform any agreement herein or comply with any provision hereof other than by
reason of a default by any of the International Underwriters, the Company will
reimburse the International Underwriters severally through Salomon Brothers
International Limited on demand for all out-of-pocket expenses (including
reasonable fees and disbursements of counsel) that shall have been incurred by
them in connection with the proposed purchase and sale of the Securities.

                  8. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each International Underwriter, the directors,
officers, employees and agents of each International Underwriter and each person
who controls any International Underwriter within the meaning of either the Act
or the Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the Act,
the Exchange Act or other federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
registration statement for the registration of the Securities as originally
filed or in any amendment thereof, or in any U.S. or International Preliminary
Prospectus or in either of the Prospectuses, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
the Company by or on behalf of any International Underwriter through the
International Representatives specifically for inclusion therein; provided
further that with respect to any untrue statement or omission of material fact
made in any International Preliminary Prospectus, the indemnity agreement
contained in this Section 8(a) shall not inure to the benefit of any
International Underwriter from whom the person asserting any such loss, claim,
damage or liability purchased the securities concerned, to the extent that any
such loss, claim, damage or liability of such International Underwriter occurs
under the circumstance where it shall have been determined by a court of
competent jurisdiction by final and nonappealable judgment that (w) the Company
had previously furnished copies of the International Prospectus to the
International Representatives, (x) delivery of the International Prospectus was
required by the Act to be made to such person, (y) the untrue statement or
omission of a material fact contained in the International Preliminary
Prospectus was corrected in the International Prospectus and (z) there was not
sent or given to such person, at or prior to the written confirmation of the
sale of such securities to such person, a copy of the International Prospectus.
This indemnity agreement will be in addition to any liability which the Company
may otherwise have.


                                       23
<PAGE>
                  (b) Each International Underwriter severally and not jointly
agrees to indemnify and hold harmless the Company, each of its directors, each
of its officers who signs the Registration Statement, and each person who
controls the Company within the meaning of either the Act or the Exchange Act,
to the same extent as the foregoing indemnity from the Company to each
International Underwriter, but only with reference to written information
relating to such International Underwriter furnished to the Company by or on
behalf of such International Underwriter through the International
Representatives specifically for inclusion in the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any
liability which any International Underwriter may otherwise have. The Company
acknowledges that the statements set forth in the last paragraph of the cover
page regarding delivery of the International Securities and, under the heading
"Underwriting" (i) the list of International Underwriters and their respective
participation in the sale of the Securities, (ii) the sixth full paragraph
related to concessions and reallowances, (iii) the fifteenth and sixteenth full
paragraphs related to stabilization, syndicate covering transactions and penalty
bids in any International Preliminary Prospectus and the International
Prospectus, (iv) the twentieth full paragraph related to the assumption by
Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Independent
Underwriter") of all responsibilities as the "qualified independent underwriter"
(within the meaning of National Association of Securities Dealers, Inc. Conduct
Rule 2720) and (v) the twenty second paragraph related to electronic
distribution of the Prospectuses and allocation for electronic distribution of
the Securities constitute the only information furnished in writing by or on
behalf of the several International Underwriters for inclusion in any
International Preliminary Prospectus or the International Prospectus.

                  (c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the
indemnified party. Notwithstanding the indemnifying party's election to appoint
counsel to represent the indemnified party in an action, the indemnified party
shall have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees, costs and expenses of
such separate counsel if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the


                                       24
<PAGE>
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of the institution of such action or (iv) the indemnifying
party shall authorize the indemnified party to employ separate counsel at the
expense of the indemnifying party. An indemnifying party will not, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties are
actual or potential parties to such claim or action) unless such settlement,
compromise or consent includes an unconditional release of each indemnified
party from all liability arising out of such claim, action, suit or proceeding.
An indemnifying party shall not be liable under this Section 8 to any
indemnified party regarding any settlement or compromise or consent to the entry
of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
is consented to by such indemnifying party, which consent shall not be
unreasonably withheld.

                  (d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and the International Underwriters
severally agree to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection
with investigating or defending same) (collectively "Losses") to which the
Company and one or more of the International Underwriters may be subject in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and by the International Underwriters on the other from
the offering of the International Securities; provided, however, that in no case
shall (i) any International Underwriter (except as may be provided in any
agreement among underwriters relating to the offering of the Securities) be
responsible for any amount in excess of the underwriting discount or commission
applicable to the International Securities purchased by such International
Underwriter hereunder or (ii) the Independent Underwriter in its capacity as
"qualified independent underwriter" (within the meaning of National Association
of Securities Dealers, Inc. Conduct Rule 2720) be responsible for any amount in
excess of the compensation received by the Independent Underwriter for acting in
such capacity. If the allocation provided by the immediately preceding sentence
is unavailable for any reason, the Company and the International Underwriters
severally shall contribute in such proportion as is appropriate to reflect not
only such relative benefits but also the relative fault of the Company on the
one hand and of the International Underwriters on the other in connection with
the statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company shall be
deemed to be equal to the total net proceeds from the offering (before deducting
expenses) received by the Company, and benefits received by the International
Underwriters shall be deemed to be equal to the total underwriting discounts and
commissions, in each case as set forth on the cover page of


                                       25
<PAGE>
the International Prospectus. Benefits received by the Independent Underwriter
in its capacity as "qualified independent underwriter" shall be deemed to be
equal to the compensation received by the Independent Underwriter for acting in
such capacity. Relative fault shall be determined by reference to, among other
things, whether any untrue or any alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to information
provided by the Company on the one hand or the International Underwriters on the
other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The Company and the International Underwriters agree that it would not
be just and equitable if contribution were determined by pro rata allocation or
any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 8, each person who controls an International Underwriter within the
meaning of either the Act or the Exchange Act and each director, officer,
employee and agent of an International Underwriter shall have the same rights to
contribution as such International Underwriter, and each person who controls the
Company within the meaning of either the Act or the Exchange Act, each officer
of the Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of this
paragraph (d).

                  (e) In the event that the indemnity and contribution provided
in paragraph (a) or (d) of this Section 8 is unavailable to or insufficient to
hold harmless any International Underwriter, any director, officer, employee or
agent of any International Underwriter or any person who controls any
International Underwriter within the meaning of either the Act or the Exchange
Act by reason of the Company having failed to fulfill in any respect its payment
obligations under any such paragraph, Citigroup agrees to indemnify and hold
harmless any such indemnified person, or to contribute to the Losses of any such
indemnified person, as the case may be, to the extent of such unavailability or
insufficiency. Notwithstanding anything to the contrary in this Section 8, in no
case shall Citigroup be responsible for any amount under the indemnity and
contribution provisions of this Section 8 in excess of $400,000,000.

                  9. Default by an International Underwriter. If any one or more
International Underwriters shall fail to purchase and pay for any of the
International Securities agreed to be purchased by such International
Underwriter or International Underwriters hereunder and such failure to purchase
shall constitute a default in the performance of its or their obligations under
this International Underwriting Agreement, the remaining International
Underwriters shall be obligated severally to take up and pay for (in the
respective proportions which the amount of International Securities set forth
opposite their names in Schedule I hereto bears to the aggregate amount of
International Securities set forth opposite the names of all the remaining
International Underwriters) the International Securities which the defaulting
International Underwriter or International Underwriters agreed but failed to
purchase; provided, however, that in the event that the aggregate amount of
International Securities which the defaulting


                                       26
<PAGE>
International Underwriter or International Underwriters agreed but failed to
purchase shall exceed 10% of the aggregate amount of International Securities
set forth in Schedule I hereto, the remaining International Underwriters shall
have the right to purchase all, but shall not be under any obligation to
purchase any, of the International Securities, and if such nondefaulting
International Underwriters do not purchase all the International Securities,
this International Underwriting Agreement will terminate without liability to
any nondefaulting International Underwriter, the Company or Citigroup. In the
event of a default by any International Underwriter as set forth in this Section
9, the Closing Date shall be postponed for such period, not exceeding five
Business Days, as the International Representatives shall determine in order
that the required changes in the Registration Statement and the Prospectuses or
in any other documents or arrangements may be effected. Nothing contained in
this International Underwriting Agreement shall relieve any defaulting
International Underwriter of its liability, if any, to the Company, Citigroup
and any nondefaulting International Underwriter for damages occasioned by its
default hereunder.

                  10. Termination. This International Underwriting Agreement
shall be subject to termination in the absolute discretion of the International
Representatives, by notice given to the Company and Citigroup prior to delivery
of and payment for the International Securities, if at any time prior to such
time (a) trading in the Company's Common Stock shall have been suspended by the
Commission or the New York Stock Exchange or trading in securities generally on
the New York Stock Exchange shall have been suspended or limited or minimum
prices shall have been established on such Exchange, (b) a banking moratorium
shall have been declared either by federal, New York State or Connecticut State
authorities or (c) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or war, or
other calamity or crisis the effect of which on financial markets is such as to
make it, in the sole judgment of the International Representatives, impractical
or inadvisable to proceed with the offering or delivery of the International
Securities as contemplated by the International Prospectus (exclusive of any
supplement thereto).

                  11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers, of Citigroup or its officers, and of the International
Underwriters set forth in or made pursuant to this International Underwriting
Agreement will remain in full force and effect, regardless of any investigation
made by or on behalf of any International Underwriter or the Company or
Citigroup or any of the officers, directors, employees, agents or controlling
persons referred to in Section 8 hereof, and will survive delivery of and
payment for the International Securities. The provisions of Sections 7 and 8
hereof shall survive the termination or cancellation of this International
Underwriting Agreement.

                  12. Notices. All communications hereunder will be in writing
and effective only on receipt, and, if sent to the International
Representatives, will be mailed, delivered or telefaxed to the Salomon Brothers
International Limited General Counsel (fax no.: 011-44-207-398-6046) and
confirmed to such General Counsel, Salomon Brothers International Limited,
Victoria Plaza, 111 Buckingham Palace Road, London


                                       27
<PAGE>
SW1W 0SB ENGLAND, Attention: General Counsel; if sent to the Company, will be
mailed, delivered or telefaxed to the Company's General Counsel (fax no.: (860)
277-8123) and confirmed to it at Travelers Property Casualty Corp., One Tower
Square, Hartford, Connecticut, 06183, attention of the legal department; or, if
sent to Citigroup, will be mailed, delivered or telefaxed to Citigroup's
Co-General Counsel (fax no.: (212) 793-3430) and confirmed to it, at Citigroup
Inc., 399 Park Avenue, New York, New York, 10043, attention of the Legal
Department.

                  13. Successors. This International Underwriting Agreement will
inure to the benefit of and be binding upon the parties hereto and their
respective successors and the officers, directors, employees, agents and
controlling persons referred to in Section 8 hereof, and no other person will
have any right or obligation hereunder.

                  14. Applicable Law. This International Underwriting Agreement
will be governed by and construed in accordance with the laws of the State of
New York applicable to contracts made and to be performed within the State of
New York.

                  15. Counterparts. This International Underwriting Agreement
may be signed in one or more counterparts, each of which shall constitute an
original and all of which together shall constitute one and the same agreement.

                  16. Headings. The section headings used herein are for
convenience only and shall not affect the construction hereof.

                  17. Definitions. The terms which follow, when used in this
International Underwriting Agreement, shall have the meanings indicated.

                  "Act" shall mean the Securities Act of 1933, as amended, and
         the rules and regulations of the Commission promulgated thereunder.

                  "Business Day" shall mean any day other than a Saturday, a
         Sunday or a legal holiday or a day on which banking institutions or
         trust companies are authorized or obligated by law to close in New York
         City or Connecticut.

                  "Commission" shall mean the Securities and Exchange
         Commission.

                  "Effective Date" shall mean each date and time that the
         Registration Statement, any post-effective amendment or amendments
         thereto and any Rule 462(b) Registration Statement became or become
         effective.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
         as amended, and the rules and regulations of the Commission promulgated
         thereunder.

                  "Execution Time" shall mean the date and time that this
         International Underwriting Agreement is executed and delivered by the
         parties hereto.


                                       28
<PAGE>
                  "International Preliminary Prospectus" shall have the meaning
         set forth under "U.S. Preliminary Prospectus."

                  "International Prospectus" shall mean such form of prospectus
         relating to the International Securities as first filed pursuant to
         Rule 424(b) after the Execution Time or, if no filing pursuant to Rule
         424(b) is made, such form of prospectus included in the Registration
         Statement at the Effective Date.

                  "Option Securities" shall mean the U.S. Option Securities and
         the International Option Securities.

                  "Preliminary Prospectus" shall have the meaning set forth
         under "U.S. Preliminary Prospectus."

                  "Prospectuses" and "each Prospectus" shall mean the U.S.
         Prospectus and the International Prospectus.

                  "Registration Statement" shall mean the registration statement
         referred to in paragraph 1(a)(i) above, including exhibits and
         financial statements, as amended at the Execution Time (or, if not
         effective at the Execution Time, in the form in which it shall become
         effective) and, in the event any post-effective amendment thereto or
         any Rule 462(b) Registration Statement becomes effective prior to the
         Closing Date, shall also mean such registration statement as so amended
         or such Rule 462(b) Registration Statement, as the case may be. Such
         term shall include any Rule 430A Information deemed to be included
         therein at the Effective Date as provided by Rule 430A.

                  "Representatives" shall mean the U.S. Representatives and the
         International Representatives.

                  "Rule 424", "Rule 430A" and "Rule 462" refer to such rules
         under the Act.

                  "Rule 430A Information" shall mean information with respect to
         the Securities and the offering thereof permitted to be omitted from
         the Registration Statement when it becomes effective pursuant to Rule
         430A.

                  "Rule 462(b) Registration Statement" shall mean a registration
         statement and any amendments thereto filed pursuant to Rule 462(b)
         relating to the offering covered by the registration statement referred
         to in Section 1(a)(i) hereof.

                  "Underwriter" and "Underwriters" shall mean the U.S.
         Underwriters and the International Underwriters.

                  "Underwriting Agreements" shall mean the U.S. Underwriting
         Agreement and the International Underwriting Agreement.


                                       29
<PAGE>
                  "Underwritten Securities" shall mean the International
         Underwritten Securities and the U.S. Underwritten Securities.

                  "U.S. Preliminary Prospectus" and the "International
         Preliminary Prospectus", respectively, shall mean any preliminary
         prospectus with respect to the offering of the U.S. Securities and the
         International Securities, as the case may be, referred to in paragraph
         1(a)(i) above and any preliminary prospectus with respect to the
         offering of the U.S. Securities and the International Securities, as
         the case may be, included in the Registration Statement at the
         Effective Date that omits Rule 430A Information; and the U.S.
         Preliminary Prospectus and the International Preliminary Prospectus are
         herein collectively called the "Preliminary Prospectuses."

                  "U.S. Prospectus" shall mean the prospectus relating to the
         Securities that is first filed pursuant to Rule 424(b) after the
         Execution Time or, if no filing pursuant to Rule 424(b) is required,
         shall mean the form of final prospectus relating to the Securities
         included in the Registration Statement at the Effective Date.

                  "U.S. Representatives" shall mean the addressees of the U.S.
         Underwriting Agreement.

                  "United States or Canadian Person" shall mean any person who
         is a national or resident of the United States or Canada, any
         corporation, partnership, or other entity created or organized in or
         under the laws of the United States or Canada or of any political
         subdivision thereof, or any estate or trust the income of which is
         subject to United States or Canadian Federal income taxation,
         regardless of its source (other than any non-United States or
         non-Canadian branch of any United States or Canadian Person), and shall
         include any United States or Canadian branch of a person other than a
         United States or Canadian Person. "U.S." or "United States" shall mean
         the United States of America (including the states thereof and the
         District of Columbia), its territories, its possessions and other areas
         subject to its jurisdiction.


                                       30
<PAGE>
                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company, Citigroup and the several International Underwriters.

                                    Very truly yours,


                                    TRAVELERS PROPERTY CASUALTY CORP.


                                    By:   /s/ James M. Michener
                                         ---------------------------------------
                                          Name:   James M. Michener
                                          Title:  General Counsel & Secretary


                                    CITIGROUP INC.


                                    By:   /s/ William P. Hannon
                                         --------------------------------------
                                          Name:   William P. Hannon
                                          Title:  Controller
<PAGE>
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

Salomon Brothers International Limited
Credit Suisse First Boston (Europe) Limited
Deutsche Bank AG London
Goldman Sachs International
Lehman Brothers International (Europe)
Merrill Lynch International
Morgan Stanley & Co. International Ltd
UBS AG, acting through its business group UBS Warburg

By: Salomon Brothers International Limited

By: /s/ Richard Bartlett
   ---------------------------
   Name:   Richard Bartlett
   Title:  Managing Director

For themselves and the other
several International Underwriters named in
Schedule I to the foregoing
Agreement.