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                                                                   EXHIBIT 3.1.2

                CERTIFICATE OF AMENDMENT DETERMINING THE TERMS OF

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                        TRAVELERS PROPERTY CASUALTY CORP.

                  The Certificate of Incorporation of Travelers Property
Casualty Corp. is amended to add a new Section K to Article FOURTH as set forth
below:

                  K. Series A Junior Participating Preferred Stock. The Series A
Junior Participating Preferred Stock shall have the number of shares and the
preferences, limitations and relative rights set forth in this Section K.

                  (i) Designation and Amount. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" and the number of
shares constituting such series shall be 3,000,000.

                  (ii) Dividends and Distributions.

                           (a) Subject to the prior and superior rights of the
holders of any shares of any series of Preferred Stock ranking prior and
superior to the shares of Series A Junior Participating Preferred Stock with
respect to dividends, the holders of shares of Series A Junior Participating
Preferred Stock shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose, quarterly
dividends payable in cash on the 31st day of March, the 30th day of June, the
30th day of September and the 31st day of December in each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Junior Participating Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00
(one dollar) or (b) subject to the provision for adjustment hereinafter set
forth, 1,000 times the aggregate per share amount of all cash dividends, and
1,000 times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions other than a dividend payable in shares of
Class A Common Stock, par value $.01, per share or Class B Common Stock, par
value $.01 per share (the "Class B Common Stock," and the Class A Common Stock
and the Class B Common Stock together, the "Common Stock") or a subdivision of
the outstanding shares of Common Stock (by reclassification or otherwise),
declared on the Common Stock since the immediately preceding Quarterly Dividend
Payment Date, or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a share of Series A Junior
Participating Preferred Stock. In the event the Corporation shall
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at any time after March 21, 2002 (the "Rights Declaration Date") (x) declare any
dividend on Common Stock payable in shares of Common Stock, (y) subdivide the
outstanding Common Stock, or (z) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the amount to which holders of
shares of Series A Junior Participating Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                           (b) The Corporation shall declare a dividend or
distribution on the Series A Junior Participating Preferred Stock as provided in
Paragraph (a) above immediately after it declares a dividend or distribution on
the Common Stock (other than a dividend payable in shares of either class of
Common Stock); provided that, in the event no dividend or distribution shall
have been declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of $1.00 (one dollar) per share on the Series A Junior Participating
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

                           (c) Dividends shall begin to accrue and be cumulative
on outstanding shares of Series A Junior Participating Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue of such shares
of Series A Junior Participating Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Junior Participating Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either of
which events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Junior Participating
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series A Junior Participating Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be no more
than thirty (30) days prior to the date fixed for the payment thereof.

                  (iii) Voting and Related Rights. The holders of shares of
Series A Junior Participating Preferred Stock shall have the following rights:

                           (a) Subject to the provision for adjustment
hereinafter set forth and to the rights of the holders of the Class B Common
Stock under Article TENTH, each

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share of Series A Junior Participating Preferred Stock shall entitle the holder
thereof to 1,000 votes on all matters submitted to a vote of the shareholders of
the Corporation. In the event the Corporation shall at any time after the Rights
Declaration Date (x) declare any dividend on Common Stock payable in shares of
Common Stock, (y) subdivide the outstanding Common Stock, or (z) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the number of votes per share to which holders of shares of Series A Junior
Participating Preferred Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

                           (b) Except as otherwise provided herein or by law,
the holders of shares of Series A Junior Participating Preferred Stock and the
holders of shares of Common Stock shall vote together as one Class on all
matters submitted to a vote of shareholders of the Corporation.

                           (c) (v) If at any time dividends on any Series A
Junior Participating Preferred Stock shall be in arrears in an amount equal to
six (6) quarterly dividends thereon, the occurrence of such contingency shall
mark the beginning of a period (herein called a "default period") which shall
extend until such time when all accrued and unpaid dividends for all previous
quarterly dividend periods and for the current quarterly dividend period on all
shares of Series A Junior Participating Preferred Stock then outstanding shall
have been declared and paid or set apart for payment. During each default
period, all holders of Preferred Stock (including holders of the Series A Junior
Participating Preferred Stock) with dividends in arrears in an amount equal to
six (6) quarterly dividends thereon, voting as a class, irrespective of series,
shall have the right to elect two (2) directors.

                                    (w) During any default period, such voting
right of the holders of Series A Junior Participating Preferred Stock may be
exercised initially at a special meeting called pursuant to subparagraph (x) of
this Paragraph (c) or at any annual meeting of shareholders, and thereafter at
annual meetings of shareholders, provided that such voting right shall not be
exercised unless the holders of one-third in number of shares of Preferred Stock
outstanding shall be present in person or by proxy. The absence of a quorum of
the holders of Common Stock shall not affect the exercise by the holders of
Preferred Stock of such voting right. At any meeting at which the holders of
Preferred Stock having such right to elect directors shall exercise such voting
right initially during an existing default period, they shall have the right,
voting as a class, to elect directors to fill such vacancies, if any, in the
Board of Directors as may then exist up to two (2) directors or, if such right
is exercised at an annual meeting, to elect two (2) directors. If the number
which may be so elected at any special meeting does not amount to the required
number, the holders of the Preferred Stock having such right to elect directors
shall have the right to make such increase in the number of directors as shall
be necessary to permit the election

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by them of the required number. After the holders of the Preferred Stock shall
have exercised their right to elect directors in any default period and during
the continuance of such period, the number of directors shall not be increased
or decreased except by vote of the holders of Preferred Stock as herein provided
or pursuant to the rights of any equity securities ranking senior to or pari
passu with the Series A Junior Participating Preferred Stock.

                                    (x) Unless the holders of Preferred Stock
shall, during an existing default period, have previously exercised their right
to elect directors, the Board of Directors may order, or any shareholder or
shareholders owning in the aggregate not less than fifteen percent (15%) of the
total number of outstanding shares of Preferred Stock having such right to elect
directors, irrespective of series, may request, the calling of a special meeting
of the holders of Preferred Stock having such right to elect directors, which
meeting shall thereupon be called by the Chairman of the Board, the Vice
Chairman of the Board, the Chairman of the Executive Committee, the President or
the Secretary of the Corporation. Notice of such meeting and of any annual
meeting at which holders of Preferred Stock are entitled to vote pursuant to
this Paragraph (c)(x) shall be given to each holder of record of Preferred Stock
by mailing a copy of such notice to him or her at his or her last address as the
same appears on the books of the Corporation. Such meeting shall be called for a
time not earlier than 20 days and not later than 60 days after such order or
request or in default of the calling of such meeting within 60 days after such
order or request, such meeting may be called on similar notice by any
shareholder or shareholders owning in the aggregate not less than fifteen
percent (15%) of the total number of shares of Preferred Stock having such right
to elect directors outstanding. Notwithstanding the provisions of this Paragraph
(c)(x), no such special meeting shall be called during the period within 60 days
immediately preceding the date fixed for the next annual meeting of the
shareholders.

                                    (y) In any default period, the holders of
Common Stock, and other classes of stock of the Corporation if applicable, shall
continue to be entitled to elect the whole number of directors until the holders
of Preferred Stock shall have exercised their right to elect two (2) directors
voting as a class, after the exercise of which right (1) the directors so
elected by the holders of Preferred Stock shall continue in office until their
successors shall have been elected by such holders or until the expiration of
the default period, and (2) any vacancy in the Board of Directors may (except as
provided in Paragraph (c)(w) of this Section (iii)) be filled by vote of a
majority of the remaining directors theretofore elected by the holders of such
capital stock (Common or Preferred) which elected the director whose office
shall have become vacant. References in this Paragraph (c) to directors elected
by the holders of particular capital stock shall include directors elected by
such directors to fill vacancies as provided in clause (z) of the foregoing
sentence.

                                    (z) Immediately upon the expiration of a
default period, (1) the right of the holders of Preferred Stock having the right
as a class to elect directors

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shall cease, (2) the term of any directors elected by the holders of Preferred
Stock as a class shall terminate, and (3) the number of directors shall be such
number as may be provided for in the Certificate of Incorporation or Bylaws
irrespective of any increase made pursuant to the provisions of Paragraph (c)(w)
of this Section (iii) (such number being subject, however, to change thereafter
in any manner provided by law or in the Certificate of Incorporation or Bylaws).
Any vacancies in the Board of Directors effected by the provisions of clauses
(1) and (2) in the preceding sentence may be filled by a majority of the
remaining directors.

                           (d) Except as set forth herein, holders of Series A
Junior Participating Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for taking any corporate
action.

                  (iv)     Certain Restrictions.

                           (a) Whenever quarterly dividends or other dividends
or distributions payable on the Series A Junior Participating Preferred Stock as
provided in Section (ii) are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on shares of Series
A Junior Participating Preferred Stock outstanding shall have been paid in full,
the Corporation shall not:

                                    (w) declare or pay dividends on, make any
other distributions on, or redeem or purchase or otherwise acquire for
consideration any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Junior Participating
Preferred Stock;

                                    (x) declare or pay dividends on or make any
other distributions on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A
Junior Participating Preferred Stock, except dividends paid ratably on the
Series A Junior Participating Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled;

                                    (y) redeem or purchase or otherwise acquire
for consideration shares of any stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A
Junior Participating Preferred Stock, provided that the Corporation may at any
time redeem, purchase or otherwise acquire shares of any such parity stock in
exchange for shares of any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the Series A Junior
Participating Preferred Stock; or

                                    (z) purchase or otherwise acquire for
consideration any shares of Series A Junior Participating Preferred Stock, or
any shares of stock ranking on a

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parity with the Series A Junior Participating Preferred Stock, except in
accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such shares upon such
terms as the Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the respective
series and classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.

                           (b) The Corporation shall not permit any subsidiary
of the Corporation to purchase or otherwise acquire for consideration any shares
of stock of the Corporation unless the Corporation could, under Paragraph (a) of
this Section (iv), purchase or otherwise acquire such shares at such time and in
such manner.

                  (v) Reacquired Shares. Any shares of Series A Junior
Participating Preferred Stock purchased or otherwise acquired by the Corporation
in any manner whatsoever shall become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors, subject to
the conditions and restrictions on issuance set forth herein.

                  (vi) Liquidation, Dissolution or Winding Up. (a) Upon any
liquidation (voluntary or otherwise), dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Junior Participating Preferred Stock unless, prior
thereto, the holders of shares of Series A Junior Participating Preferred Stock
shall have received an amount equal to $1,000 per share of Series A
Participating Preferred Stock, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment (the "Series A Liquidation Preference"). Following the payment of
the full amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A Junior
Participating Preferred Stock unless, prior thereto, the holders of shares of
both classes of Common Stock shall have received an amount per share (the
"Common Adjustment") equal to the quotient obtained by dividing (x) the Series A
Liquidation Preference by (y) 1,000 (as appropriately adjusted as set forth in
subparagraph (z) below to reflect such events as stock splits, stock dividends
and recapitalizations with respect to the Common Stock) (such number in clause
(y), the "Adjustment Number"). Following the payment of the full amount of the
Series A Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Series A Junior Participating Preferred Stock and Common
Stock, respectively, holders of Series A Junior Participating Preferred Stock
and holders of shares of both classes of Common Stock shall receive their
ratable and proportionate share of the remaining assets to be distributed in the
ratio of the Adjustment Number to 1 with respect to such Preferred Stock and
Common Stock, on a per share basis, respectively.


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                           (b) In the event, however, that there are not
sufficient assets available to permit payment in full of the Series A
Liquidation Preference and the liquidation preferences of all other series of
Preferred Stock, if any, which rank on a parity with the Series A Junior
Participating Preferred Stock, then such remaining assets shall be distributed
ratably to the holders of the Series A Junior Participating Preferred Stock and
such parity shares in proportion to their respective liquidation preferences. In
the event, however, that there are not sufficient assets available to permit
payment in full of the Common Adjustment, then such remaining assets shall be
distributed ratably to the holders of both classes of Common Stock.

                           (c) In the event the Corporation shall at any time
after the Rights Declaration Date (x) declare any dividend on Common Stock
payable in shares of Common Stock, (y) subdivide the outstanding Common Stock,
or (z) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the Adjustment Number in effect immediately prior to such
event shall be adjusted by multiplying such Adjustment Number by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

                  (vii) Consolidation, Merger, etc. In case the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case the shares
of Series A Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount
of stock, securities, cash and/or any other property (payable in kind), as the
case may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (x) declare any dividend on Common Stock payable in shares of
Common Stock, (y) subdivide the outstanding Common Stock, or (z) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Junior Participating Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  (viii) No Redemption. The shares of Series A Junior
Participating Preferred Stock shall not be redeemable.

                  (ix) Ranking. The Series A Junior Participating Preferred
Stock shall rank junior to all other series of the Corporation's Preferred Stock
as to the payment of

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dividends and the distribution of assets, unless the terms of any such series
shall provide otherwise.

                  (x) Amendment. At any time when any shares of Series A Junior
Participating Preferred Stock are outstanding, this Section K of Article FOURTH
shall not be amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series A Junior Participating
Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of a majority or more of the outstanding shares of Series A Junior
Participating Preferred Stock, voting separately as a voting group.

                  (xi) Fractional Shares. Series A Junior Participating
Preferred Stock may be issued in fractions of a share which shall entitle the
holder, in proportion to such holder's fractional shares, to exercise voting
rights, receive dividends, participate in distributions and to have the benefit
of all other rights of holders of Series A Junior Participating Preferred Stock.


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