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                                                                     EXHIBIT 1.1




                        Travelers Property Casualty Corp.

                             168,000,000 Shares(a)
                              Class A Common Stock

                                ($0.01 par value)

                           U.S. Underwriting Agreement

                                                              New York, New York
                                                                  March 21, 2002

Salomon Smith Barney Inc.
Credit Suisse First Boston Corporation
Goldman, Sachs & Co.
Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
  As Representatives of the several U.S. Underwriters
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013


Ladies and Gentlemen:


         Travelers Property Casualty Corp., a corporation organized under the
laws of Connecticut (the "Company"), proposes to sell to the several U.S.
Underwriters named in Schedule I hereto (the "U.S. Underwriters"), for whom the
U.S. Representatives are acting as representatives, 168,000,000 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 "U.S.
Underwritten Securities"). The Company also proposes to grant to the U.S.
Underwriters an option to purchase 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"). It is understood that
the Company is concurrently entering into an International Underwriting
Agreement dated the date hereof (the "International Underwriting Agreement")
with the several underwriters named in Schedule I thereto (the "International
Underwriters") providing for the sale by the Company of an aggregate of
42,000,000 shares of Common Stock (said shares to be sold by the Company
pursuant to the International Underwriting Agreement being hereinafter called
the "International Underwritten Securities") and providing for the grant to the
International Underwriters of an option to purchase from the Company 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" and the U.S. Securities
and the International Securities together, the



--------

         (a) Plus an option to purchase from the Company, up to 16,800,000
additional U.S. Securities to cover over-allotments.
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"Securities"). It is further understood and agreed that the International
Underwriters and the U.S. 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
this 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 the International Underwriting Agreement. To the extent there are no
additional U.S. Underwriters listed on Schedule I other than you, the term U.S.
Representatives as used in this U.S. Underwriting Agreement shall mean you, as
U.S. Underwriters, and the terms U.S. Representatives and U.S. Underwriters
shall mean either the singular or plural as the context requires. The use of the
neuter in this U.S. Underwriting Agreement shall include the feminine and
masculine wherever appropriate. Certain terms used in the U.S. Underwriting
Agreement are defined in Section 17 hereof.

         As part of the offering contemplated by this 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 this 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
U.S. 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 this 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 U.S. 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 (2) after the
         Effective Date of such registration statement, 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 U.S.
         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

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         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 the
         U.S. 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).

                  (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").


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                  (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.

                  (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 U.S.
         Underwriting Agreement and the International 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,

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<PAGE>
         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" and "Business -- Regulation," "Business -- Legal Proceedings"
         fairly summarize the matters therein described.

                  (viii) This U.S. 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).

                  (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 U.S. Underwriting Agreement
         or the International 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 U.S. Underwriting
         Agreement or the International Underwriting Agreement.


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                  (xii) Neither the issue and sale of the Securities nor the
         consummation of any other of the transactions contemplated in this U.S.
         Underwriting Agreement or the International Underwriting Agreement nor
         the fulfillment of the terms of this U.S. Underwriting Agreement or the
         International 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 U.S. Underwriting Agreement or the International
         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 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

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         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 U.S. Underwriting Agreement
         or the International Underwriting Agreement or the consummation of any
         of the transactions contemplated by this U.S. Underwriting Agreement or
         the International 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
         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.


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                  (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).

                  (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.


                                       8
<PAGE>
                  (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 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.


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<PAGE>
                  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 U.S. Underwriter as set forth below in this Section 1(b).

                  (i) This U.S. 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 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 U.S. Underwriting
         Agreement or the International 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

                                       10
<PAGE>
         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
         U.S. Underwriter as the Company makes to such U.S. 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.

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

                  (b) Subject to the terms and conditions and in reliance upon
the representations and warranties set forth in this U.S. Underwriting
Agreement, the Company hereby grants an option to the several U.S. Underwriters
to purchase, severally and not jointly, up to 16,800,000 U.S. Option Securities
at the same purchase price per share as the U.S. Underwriters shall pay for the
U.S. Underwritten Securities. Said option may be exercised only to cover
over-allotments in the sale of the U.S. Underwritten Securities by the U.S.
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 U.S. Prospectus upon written or
telegraphic notice by the U.S. Representatives to the Company setting forth the
number of shares of the U.S. Option Securities as to which the several U.S.
Underwriters are exercising the option and the settlement date. The number of
U.S. Option Securities to be purchased by each U.S. Underwriter shall be the
same percentage of the total number of shares of the U.S. Option Securities to
be purchased by the several U.S. Underwriters as such U.S. Underwriter is
purchasing of the U.S. 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 U.S.
Underwritten Securities and the U.S. 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 U.S.
Representatives, the International Representatives and the Company or as
provided in Section 9 hereof (such date and time of delivery and payment for the
U.S. Securities being herein called the "Closing Date"). Delivery of the U.S.
Securities shall be made to the U.S. Representatives for the respective accounts
of the several U.S. Underwriters against payment by the several U.S.
Underwriters through the U.S. 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 U.S. Underwritten
Securities and the U.S. Option Securities shall be made

                                       11
<PAGE>
through the facilities of The Depository Trust Company unless the U.S.
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 U.S. Option Securities (at the expense of the Company) to the U.S.
Representatives, at 388 Greenwich Street, New York, New York, on the date
specified by the U.S. Representatives (which shall be within three Business Days
after exercise of said option) for the respective accounts of the several U.S.
Underwriters, against payment by the several U.S. Underwriters through the U.S.
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 U.S. Option Securities occurs after the
Closing Date, the Company will deliver to the U.S. Representatives on the
settlement date for the U.S. Option Securities, and the obligation of the U.S.
Underwriters to purchase the U.S. 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 International Underwriting
Agreement, and each settlement date, if any, shall occur simultaneously with the
related "settlement date" under the International Underwriting Agreement.

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

                  5. Agreements. (a) The Company agrees with the several U.S.
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 U.S. Representatives of such timely filing. The
         Company will promptly advise the U.S. 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

                                       12
<PAGE>
         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 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 U.S.
         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 U.S. 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 U.S. Representatives and
         counsel for the U.S. Underwriters signed copies of the Registration
         Statement (including exhibits thereto) and to each other U.S.
         Underwriter a copy of the Registration Statement (without exhibits
         thereto) and, so long as delivery of a prospectus by a U.S. Underwriter
         or dealer may be required by the Act, as many copies of each U.S.
         Preliminary Prospectus and the U.S. Prospectus and any supplement
         thereto as the U.S. 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 U.S. Representatives may designate and will
         maintain such qualifications in effect so long as required for the
         distribution of the U.S. 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.


                                       13
<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 U.S.
         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 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 this
         U.S. Underwriting Agreement and

                                       14
<PAGE>
         the 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 U.S.
         Underwriting Agreement and the International 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.

                  (x) The Company will pay all fees and disbursements of counsel
         incurred by the U.S. Underwriters in connection with the Directed Share
         Program (including the printing (or reproduction) and delivery
         (including postage, air freight charges and charges for counting and
         packaging) of such copies of the Directed Share Program materials) and
         stamp duties, similar taxes or duties or other taxes, if any, incurred
         by the U.S. Underwriters in connection with the Directed Share Program.

                  (b) Citigroup agrees with the several U.S. 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

                                       15
<PAGE>
         intention to effect any such transaction, for a period of 180 days
         after the date of the U.S. 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 U.S. Underwriter agrees that (i) it is not purchasing
any of the U.S. Securities for the account of anyone other than a United States
or Canadian Person, (ii) it has not offered or sold, and will not offer or sell,
directly or indirectly, any of the U.S. Securities or distribute any U.S.
Prospectus to any person outside the United States or Canada, or to anyone other
than a United States or Canadian Person, and (iii) any dealer to whom it may
sell any of the U.S. Securities will represent that it is not purchasing for the
account of anyone other than a United States or Canadian Person and agree that
it will not offer or resell, directly or indirectly, any of the U.S. Securities
outside the United States or Canada, or to anyone other than a 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 (i) purchases and sales
between the International Underwriters on the one hand and the U.S. Underwriters
on the other hand pursuant to the Agreement Between U.S. Underwriters and
International Underwriters, (ii) 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 (iii) sales to or through (or distributions of the U.S.
Prospectus or the U.S. Preliminary Prospectus to) United States or Canadian
Persons who are investment advisors, or who otherwise exercise investment
discretion, and who are purchasing for the account of anyone other than a United
States or Canadian Person.

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


                                       16
<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
         International Underwriting Agreement; or

                  (ii) the expiration of a period of 30 days after the Closing
         Date, unless (A) the U.S. Representatives shall have given notice to
         the Company and the International Representatives that the distribution
         of the U.S. Securities by the U.S. Underwriters has not yet been
         completed, or (B) 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. 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 (i) of this subsection
         (d) or (2) the expiration of an additional period of 30 days from the
         date of any such notice.

                  6. Conditions to the Obligations of the U.S. Underwriters. The
obligations of the U.S. Underwriters to purchase the U.S. Underwritten
Securities and the U.S. 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 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.


                                       17
<PAGE>
                  (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:

                           (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.


                                       18
<PAGE>
                  (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 U.S. Representatives, so
         material and adverse as to make it impractical or inadvisable to
         proceed with the offering or delivery of the U.S. 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 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 U.S. Representatives such further information,
         certificates and documents as the U.S. 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.


                                       19
<PAGE>
                  If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided in this U.S.
Underwriting Agreement and the International Underwriting Agreement, or if any
of the opinions and certificates mentioned above or elsewhere in this U.S.
Underwriting Agreement and the International Underwriting Agreement shall not be
in all material respects reasonably satisfactory in form and substance to the
U.S. Representatives and counsel for the Underwriters, this U.S. Underwriting
Agreement and all obligations of the U.S. Underwriters under this U.S.
Underwriting Agreement may be canceled at, or at any time prior to, the Closing
Date by the U.S. 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 U.S. Underwriters' Expenses. If the sale
of the U.S. Securities provided for herein is not consummated because any
condition to the obligations of the U.S. Underwriters set forth in Section 6
hereof 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 U.S. Underwriters, the Company
will reimburse the U.S. Underwriters severally through Salomon Smith Barney Inc.
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 U.S. Underwriter, the directors, officers,
employees and agents of each U.S. Underwriter and each person who controls any
U.S. 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 U.S. Underwriter through the U.S. Representatives specifically for inclusion
therein; provided further that with respect to any untrue statement or omission
of material fact made in any U.S. Preliminary Prospectus, the

                                       20
<PAGE>
indemnity agreement contained in this Section 8(a) shall not inure to the
benefit of any U.S. 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 U.S. 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 U.S. Prospectus to the U.S.
Representatives, (x) delivery of the U.S. 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 U.S. Preliminary Prospectus was corrected in the U.S.
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 U.S. Prospectus. This indemnity agreement will be in addition to any
liability which the Company may otherwise have.

                  (b) The Company agrees to indemnify and hold harmless Salomon
Smith Barney Inc., the directors, officers, employees and agents of Salomon
Smith Barney Inc. and each person who controls Salomon Smith Barney Inc. within
the meaning of either the Act or the Exchange Act, from and against any and all
losses, claims, damages and liabilities to which they may become subject under
the Act, the Exchange Act or other federal or state statutory law or regulation,
at common law or otherwise (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending or investigating any
such action or claim), insofar as such losses, claims damages or liabilities (or
actions in respect thereof) (i) are caused by the failure of any Participant to
pay for and accept delivery of the Directed Shares allocated by the Company to
such Participant or (ii) relate to, arise out of, or occur in connection with
the Directed Share Program, provided that in the case of clause (ii) the Company
will not be liable to the extent that such loss, claim, damage or liability
results from the gross negligence or willful misconduct of Salomon Smith Barney
Inc.

                  (c) Each U.S. 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 U.S. Underwriter, but
only with reference to written information relating to such U.S. Underwriter
furnished to the Company by or on behalf of such U.S. Underwriter through the
U.S. 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 U.S. Underwriter may otherwise have. The Company
acknowledges that the statements set forth in the last paragraph of the cover
page regarding delivery of the U.S. Securities and, under the heading
"Underwriting" (i) the list of U.S. Underwriters and their respective
participation in the sale of the Securities, (ii) the sixth full paragraph
related to concessions and reallowances, (iii) the fourteenth and fifteenth full
paragraphs related to stabilization, syndicate covering transactions and penalty
bids in any U.S. Preliminary Prospectus and the U.S. Prospectus, (iv) the
nineteenth 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 first paragraph related to electronic distribution of the
Prospectuses and allocation for electronic distribution of the Securities
constitute the only

                                       21
<PAGE>
information furnished in writing by or on behalf of the several U.S.
Underwriters for inclusion in any U.S. Preliminary Prospectus or the U.S.
Prospectus.

                  (d) 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), (b) or (c) 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), (b) or (c) 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
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. Notwithstanding anything contained herein to
the contrary, if indemnity may be sought pursuant to Section 8(b) hereof in
respect of such action or proceeding, then in addition to such separate firm for
the indemnified parties, the indemnifying party shall be liable for the
reasonable fees and expenses of not more than one separate firm (in addition to
any local counsel) for Salomon Smith Barney Inc., the directors, officers,
employees and agents of Salomon Smith Barney Inc., and all persons, if any, who
control Salomon Smith Barney Inc. within the meaning of either the Act or the
Exchange Act for the defense of any losses, claims, damages and liabilities
arising out of the Directed Share Program, if (i) the use of counsel chosen by
the indemnifying party to represent Salomon Smith Barney Inc. would present such
counsel with a conflict of interest, (ii) the actual or potential defendants in,
or targets of, any such action include both Salomon Smith Barney Inc. and the
indemnifying party or other indemnified parties and Salomon Smith Barney Inc.
shall have reasonably concluded that there may be legal defenses available to it
which are different from or additional to those available to the indemnifying
party or other indemnified parties, (iii) the indemnifying party shall not have
employed counsel reasonably satisfactory to Salomon Smith Barney Inc. pursuant
to the second sentence of this subsection (d) or (iv) the indemnifying party
shall authorize Salomon Smith

                                       22
<PAGE>
Barney Inc. 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.

                  (e) In the event that the indemnity provided in paragraph (a),
(b) or (c) of this Section 8 is unavailable to or insufficient to hold harmless
an indemnified party for any reason, the Company and the U.S. 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 U.S. 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 U.S. Underwriters on the other from the
offering of the U.S. Securities; provided, however, that in no case shall (i)
any U.S. Underwriter (except as may be provided in any agreement among
underwriters relating to the offering of the U.S. Securities) be responsible for
any amount in excess of the underwriting discount or commission applicable to
the Securities purchased by such U.S. 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 U.S. 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 U.S. 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 U.S. 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 the U.S. 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 U.S.
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 U.S.

                                       23
<PAGE>
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 (e), 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 a U.S. Underwriter within the meaning of either the Act or the Exchange
Act and each director, officer, employee and agent of a U.S. Underwriter shall
have the same rights to contribution as such U.S. 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 (e).

                  (f) Without limitation of and in addition to its obligations
under the other paragraphs of this Section 8, the Company agrees to indemnify
and hold harmless the Independent Underwriter, its directors, officers,
employees and agents and each person who controls the Independent 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, insofar as such losses, claims, damages or
liabilities (or action in respect thereof) arise out of or are based upon the
Independent Underwriter's acting as a "qualified independent underwriter"
(within the meaning of National Association of Securities Dealers, Inc. Conduct
Rule 2720) in connection with the offering contemplated by the Underwriting
Agreements, and agrees to reimburse each such indemnified party, as incurred,
for any legal or other expenses reasonably incurred by it 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 results from the gross
negligence or willful misconduct of the Independent Underwriter.

                  (g) In the event that the indemnity and contribution provided
in paragraph (a), (b), (e) or (f) of this Section 8 is unavailable to or
insufficient to hold harmless any U.S. Underwriter, any director, officer,
employee or agent of any U.S. Underwriter or any person who controls any U.S.
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 the amount of
$1,600,000,000.

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

                                       24
<PAGE>
of all the remaining U.S. Underwriters) the U.S. Securities which the defaulting
U.S. Underwriter or U.S. Underwriters agreed but failed to purchase; provided,
however, that in the event that the aggregate amount of U.S. Securities which
the defaulting U.S. Underwriter or U.S. Underwriters agreed but failed to
purchase shall exceed 10% of the aggregate amount of U.S. Securities set forth
in Schedule I hereto, the remaining U.S. Underwriters shall have the right to
purchase all, but shall not be under any obligation to purchase any, of the U.S.
Securities, and if such nondefaulting U.S. Underwriters do not purchase all the
U.S. Securities, this U.S. Underwriting Agreement will terminate without
liability to any nondefaulting U.S. Underwriter, the Company or Citigroup. In
the event of a default by any U.S. Underwriter as set forth in this Section 9,
the Closing Date shall be postponed for such period, not exceeding five Business
Days, as the U.S. 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 U.S.
Underwriting Agreement shall relieve any defaulting U.S. Underwriter of its
liability, if any, to the Company, Citigroup and any nondefaulting U.S.
Underwriter for damages occasioned by its default hereunder.

                  10. Termination. This U.S. Underwriting Agreement shall be
subject to termination in the absolute discretion of the U.S. Representatives,
by notice given to the Company and Citigroup prior to delivery of and payment
for the U.S. 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 U.S. Representatives, impractical or inadvisable to proceed with
the offering or delivery of the U.S. Securities as contemplated by the U.S.
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 U.S.
Underwriters set forth in or made pursuant to this U.S. Underwriting Agreement
will remain in full force and effect, regardless of any investigation made by or
on behalf of any U.S. 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 U.S.
Securities. The provisions of Sections 7 and 8 hereof shall survive the
termination or cancellation of this U.S. Underwriting Agreement.

                  12. Notices. All communications hereunder will be in writing
and effective only on receipt, and, if sent to the U.S. Representatives, will be
mailed, delivered or telefaxed to the Salomon Smith Barney Inc. General Counsel
(fax no.: (212) 816-7912) and confirmed to the General Counsel, Salomon Smith
Barney Inc., at 388 Greenwich Street, New York, New York, 10013, 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

                                       25
<PAGE>
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 U.S. 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 U.S. 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 U.S. 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
U.S. 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 U.S.
         Underwriting Agreement is executed and delivered by the parties hereto.

                  "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,

                                       26
<PAGE>
         if no filing pursuant to Rule 424(b) is made, such form of prospectus
         included in the Registration Statement at the Effective Date.

                  "International Representatives" shall mean the addressees of
         the International Underwriting Agreement.

                  "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.

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


                                       27
<PAGE>
                  "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.

                  "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.




                                       28
<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 U.S. 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 Smith Barney Inc.
Credit Suisse First Boston Corporation
Goldman, Sachs & Co.
Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated

By:  Salomon Smith Barney Inc.


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

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