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                                                                   EXHIBIT 3.1.1



                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                        TRAVELERS PROPERTY CASUALTY CORP.

                 (Pursuant to Section 33-801 of the Connecticut
                            Business Corporation Act)


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

            SECOND: The address of the registered office of the Corporation in
the State of Connecticut is One Commercial Plaza, Hartford, Connecticut, 06103.
The name of its registered agent at that address is CT Corporation System.

            THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which a corporation may be organized under the Connecticut
Business Corporation Act or any applicable successor act thereto, as the same
may be amended from time to time (the "CBCA").

            FOURTH: A. Authorized Shares. The total number of shares of stock
which the Corporation shall have the authority to issue is 3,050,000,000 shares
consisting of 1,500,000,000 shares of Class A common stock with a par value of
$.01 per share (the "Class A Common Stock"), 1,500,000,000 shares of Class B
common stock with a par value of $.01 per share (the "Class B Common Stock" and,
together with the Class A Common Stock, the "Common Stock"), and 50,000,000
shares of preferred stock with a par value of $.01 per share (the "Preferred
Stock"). The number of authorized shares of Class A Common Stock or Class B
Common Stock may be increased or decreased (but not below the number of shares
of Class A Common Stock or Class B Common Stock then outstanding) by such
affirmative vote of the votes entitled to be cast thereon as may be required at
that time by the CBCA. Effective on March 19, 2002 (the "Effective Date") the
shares of common stock, par value $100.00 per share, of the Corporation
outstanding as of the close of business on the day prior to the Effective Date
shall be reclassified into 269,000,000 shares of Class A Common Stock and
500,000,000 shares of Class B Common Stock.

            B. Ranking. The preferences, limitations and rights of the Class A
Common Stock and Class B Common Stock, and the qualifications and restrictions
thereof, shall be in all respects identical, except as otherwise required by law
or expressly provided in this Certificate of Incorporation.
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            C. Voting. Except as otherwise required by law or in this
Certificate of Incorporation, with respect to all matters upon which
shareholders are entitled to vote or to which shareholders are entitled to give
consent, the holders of any outstanding shares of the Class A Common Stock and
the holders of any outstanding shares of Class B Common Stock shall vote
together without regard to class, and every holder of the Class A Common Stock
shall be entitled to cast thereon one (1) vote in person or by proxy for each
share of the Class A Common Stock standing in such holder's name, and every
holder of the Class B Common Stock shall be entitled to cast thereon seven (7)
votes in person or by proxy for each share of Class B Common Stock standing in
such holder's name.

            The Corporation expressly elects not to be governed by the
provisions of Sections 33-797(f), 33-817(j) or 33-831(h) of the CBCA pertaining
to the shareholder vote required for corporations incorporated under the laws of
the state of Connecticut prior to January 1, 1997 with respect to approval of an
amendment of a certificate of incorporation, a plan of merger or share exchange
or a sale of assets other than in the ordinary course of business.

            D. Amendments Affecting Stock. So long as any shares of Class A
Common Stock are outstanding, the Corporation shall not, without such
affirmative vote of the votes entitled to be cast on the amendment by the
holders of outstanding shares of Class A Common Stock voting as a single class
as may be required at that time by the CBCA, (i) amend, alter or repeal any
provision of Sections B through G of this Article FOURTH so as to affect
adversely the relative rights, preferences, qualifications, limitations or
restrictions of the Class A Common Stock as compared to those of the Class B
Common Stock or (ii) take any other action upon which class voting is required
by law.

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


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Corporation in any manner subdivides or combines the outstanding shares of Class
B Common Stock, the outstanding shares of the Class A Common Stock shall be
proportionately subdivided or combined, as the case may be. Similarly, if the
Corporation in any manner subdivides or combines the outstanding shares of Class
A Common Stock, the outstanding shares of the Class B Common Stock shall be
proportionately subdivided or combined, as the case may be.

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

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

            H. Preferred Stock.

                  (i) The Corporation may issue Preferred Stock from time to
time in one or more series as the Board of Directors may establish by the
adoption of a resolution or resolutions relating thereto, each series to have
such designation, preferences, limitations and rights as may be determined by
the Board of Directors before the issuance of any shares of such series, which
preferences, limitations and rights shall, except to the extent otherwise
permitted by the CBCA and provided in the description of such series, be
identical with those of other shares of the same series of Preferred Stock, and
the Board of Directors is hereby authorized to determine the preferences,
limitations and rights of each series of Preferred Stock.

                  (ii) The authority of the Board of Directors with respect to
each series of Preferred Stock shall include, but not be limited to, the
authority to determine that one or more series: (a) have special, conditional or
limited voting rights, or no right to vote, except to the extent otherwise
provided by the CBCA; (b) are redeemable or convertible (x) at the option of the
Corporation, the shareholder or another person or upon the occurrence of a
designated event, (y) for cash, indebtedness, securities or other property, or
(z) in a designated amount or in an amount determined in accordance with a
designated formula or by reference to extrinsic data or events; (c) entitle the
holders to distributions calculated in any manner, including dividends that may
be cumulative, noncumulative or partially cumulative; or (d) have preference
over any other class of shares with respect to distributions, including
dividends and distributions upon the dissolution of the Corporation. The
foregoing description of the designations, preferences, limitations and rights
of series of Preferred Stock is not exhaustive.


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                  (iii) Before issuing any shares of a series created under this
Section H, the Corporation must deliver to the Secretary of the State for filing
a Certificate of Amendment setting forth the terms determined under this Section
H.

            I. Terms of Class or Series Determined by Board of Directors.

                  (i) To the extent permitted by the CBCA, the Board of
Directors is authorized, without shareholder approval, to: (a) classify any
unissued shares into one or more classes or into one or more series within a
class; (b) reclassify any unissued shares of any class into one or more classes
or into one or more series within one or more classes; or (c) reclassify any
unissued shares of any series of any class into one or more classes or into one
or more series within a class.

                  (ii) If the Board of Directors acts pursuant to subsection (i)
above, it must determine the terms, including the preferences, rights and
limitations, to the extent permitted under the CBCA, of: (a) any class of shares
before the issuance of any shares of that class or (b) any series within a class
before the issuance of any shares of that series.

                  (iii) Before issuing any shares of a class or series created
under this Section I, the Corporation must deliver to the Secretary of the State
for filing a Certificate of Amendment setting forth the terms determined under
this Section I.

            J. Preemptive Rights. In accordance with Section 33-683(d) of the
CBCA, the Corporation elects that its shareholders not have preemptive rights,
and no shareholder of the Corporation shall have a preemptive right to acquire
the Corporation's unissued shares.

            FIFTH: A. The business and affairs of the Corporation shall be
managed by or under the direction of a Board of Directors, the number of
directors to be determined from time to time solely by resolution adopted by
affirmative vote of a majority of the entire Board of Directors which the
Corporation would have if there were no vacancies at the time such resolution is
adopted. The directors shall be divided into three classes, designated Class I,
Class II and Class III. Each class shall consist, as nearly as may be possible,
of one-third of the total number of directors constituting the entire Board of
Directors. The initial division of the Board of Directors into classes shall be
made by the decision of the affirmative vote of a majority of the entire Board
of Directors. The term of the Class I directors shall expire at the annual
shareholders' meeting in 2003; the term of the Class II directors shall expire
at the annual shareholders' meeting in 2004; and the term of the Class III
directors shall expire at the annual shareholders' meeting in 2005. At each
succeeding annual meeting of shareholders beginning in 2003, successors to the
class of directors whose term expires at that annual meeting shall be elected
for a three-year term. If the number of directors is changed, any increase or
decrease shall be apportioned among the classes so as to maintain the number of
directors in each class as nearly equal as


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possible, and any additional director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that shall
coincide with the remaining term of that class, but in no case will a decrease
in the number of directors shorten the term of any incumbent director. A
director shall hold office until the annual meeting for the year in which his or
her term expires and until his or her successor shall be elected and shall
qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office. Any vacancy on the Board of Directors
that results from an increase in the number of directors may be filled solely by
a majority of the Board of Directors then in office, provided that a quorum is
present, and any other vacancy occurring in the Board of Directors may be filled
solely by a majority of the Board of Directors then in office. If the directors
in office constitute fewer than a quorum of the Board of Directors, the vacancy
may be filled by the affirmative vote of a majority of all directors remaining
in office. Any director elected to fill a vacancy not resulting from an increase
in the number of directors shall have the same remaining term as that of his or
her predecessor. Notwithstanding the foregoing, whenever the holders of any one
or more series of Preferred Stock issued by the Corporation shall have the
right, voting separately by series, to elect directors at an annual or special
meeting of shareholders, the election, term of office, filling of vacancies and
other features of such directorships shall be governed by the terms of this
Certificate of Incorporation applicable thereto, and such directors so elected
shall not be divided into classes pursuant to this Article FIFTH unless
expressly provided by such terms.

            B. A director may be removed from office by the shareholders only
for cause. A director may be removed from office for cause only by the
affirmative vote of at least two-thirds of the votes entitled to be cast
thereon.

            C. Advance notice of shareholder nominations for the election of
directors and shareholder proposals for business to be conducted at any meeting
of shareholders shall be given in the manner provided in the bylaws of the
Corporation (the "Bylaws").

            D. Notwithstanding any other provision of this Certificate of
Incorporation, the affirmative vote of at least eighty percent (80%) of the
votes entitled to be cast thereon shall be required to amend, alter, change or
repeal, or to adopt any provision as part of this Certificate of Incorporation
inconsistent with the purpose and intent of this Article FIFTH.

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

            SEVENTH: A. In anticipation that the Corporation and Citigroup may
engage in the same or similar activities or lines of business and have an
interest in the same


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areas of corporate opportunities, and in recognition of the benefits to be
derived by the Corporation through its continued contractual, corporate and
business relations with Citigroup (including service of officers and directors
of Citigroup as directors of the Corporation), the provisions of this Article
SEVENTH are set forth to regulate and define the conduct of certain affairs of
the Corporation as they may involve Citigroup and its officers and directors,
and the powers, rights, duties and liabilities of the Corporation and its
officers, directors and shareholders in connection therewith.

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

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

                        (a) a corporate opportunity offered to any person who is
an officer of the Corporation and who is also a director but not an officer of
Citigroup shall belong to the Corporation, unless such opportunity is expressly
offered to such person


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solely in his or her capacity as a director of Citigroup in which case such
opportunity shall belong to Citigroup;

                        (b) a corporate opportunity offered to any person who is
a director but not an officer of the Corporation and who is also a director or
officer of Citigroup shall belong to the Corporation only if such opportunity is
expressly offered to such person solely in his or her capacity as a director of
the Corporation and otherwise shall belong to Citigroup; and

                        (c) a corporate opportunity offered to any person who is
an officer of both the Corporation and Citigroup shall belong to Citigroup
unless such opportunity is expressly offered to such person solely in his or her
capacity as an officer of the Corporation, in which case such opportunity shall
belong to the Corporation.

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

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

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


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            G. Notwithstanding anything in this Certificate of Incorporation to
the contrary and in addition to any vote of the Board of Directors required by
this Certificate of Incorporation or the CBCA, until the occurrence of the
Operative Date (as defined below), the affirmative vote of at least eighty
percent (80%) of the votes entitled to be cast thereon shall be required to
alter, amend or repeal, or adopt any provision inconsistent with, any provision
of this Article SEVENTH.

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

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

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

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

            I. Except for this Section I, this Article SEVENTH shall become
inoperative and of no effect following the Operative Date. Neither the
alteration, amendment, termination or repeal of this Article SEVENTH nor the
adoption of any provision inconsistent with this Article SEVENTH in respect of
any matter occurring, or any cause of action, suit or claim that, but for this
Article SEVENTH, would accrue or arise, prior to such alteration, amendment,
termination, repeal or adoption. Following the Operative Date, any contract,
agreement, arrangement or transaction involving a corporate opportunity not
approved or allocated as provided in this Article SEVENTH shall not by reason
thereof result in any breach of any fiduciary duty or duty of loyalty or failure
to act in good faith or in the best interests of the Corporation or derivation
of any improper


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personal economic gain, but shall be governed by the other provisions of this
Certificate of Incorporation, the Bylaws, the CBCA and other applicable law.

            EIGHTH: A. In anticipation that the Corporation and Citigroup may
enter into contracts or otherwise transact business with each other and that the
Corporation may derive benefits therefrom, the provisions of this Article EIGHTH
are set forth to regulate and define certain contractual relations and other
business relations of the Corporation as they may involve Citigroup, and the
powers, rights, duties and liabilities of the Corporation in connection
therewith. The provisions of this Article EIGHTH are in addition to, and not in
limitation of, the provisions of the CBCA and the other provisions of this
Certificate of Incorporation. Any contract or business relation which does not
comply with the procedures set forth in this Article EIGHTH shall not by reason
thereof be deemed void or voidable or result in any breach of any fiduciary duty
or duty of loyalty or failure to act in good faith or in the best interests of
the Corporation or derivation of any improper personal economic gain, but shall
be governed by the provisions of this Certificate of Incorporation, the Bylaws,
the CBCA and other applicable law.

            B. No contract, agreement, arrangement or transaction between the
Corporation and Citigroup shall be void or voidable solely for the reason that
Citigroup is a party thereto, and Citigroup (i) shall have fully satisfied and
fulfilled its fiduciary duties to the Corporation and its shareholders with
respect thereto, (ii) shall not be liable to the Corporation or its shareholders
for any breach of fiduciary duty by reason of the entering into, performance or
consummation of any such contract, agreement, arrangement or transaction, (iii)
shall be deemed to have acted in good faith and in a manner it reasonably
believed to be in and not opposed to the best interests of the Corporation for
purposes of Article THIRTEENTH and the other provisions of this Certificate of
Incorporation and (iv) shall be deemed not to have breached its duties of
loyalty to the Corporation and its shareholders and not to have received an
improper personal economic gain therefrom for the purposes of Article THIRTEENTH
and the other provisions of this Certificate of Incorporation, if:

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

                        (b) the material facts as to the contract, agreement,
arrangement or transaction are disclosed or are known to the holders of Common
Stock entitled to vote thereon, and the contract, agreement, arrangement or
transaction is specifically approved in good faith by vote of the holders of a
majority of the votes entitled to be cast thereon, except shares that are
beneficially owned or the voting of which is controlled by Citigroup.


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            C. Directors of the Corporation who are also directors or officers
of Citigroup may be counted in determining the presence of a quorum at a meeting
of the Board of Directors or of a committee which authorizes the contract,
agreement, arrangement or transaction. Common Stock owned by Citigroup may be
counted in determining the presence of a quorum at a meeting of shareholders
which authorizes the contract, agreement, arrangement or transaction.

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

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

            F. Notwithstanding anything in this Certificate of Incorporation to
the contrary and in addition to any vote of the Board of Directors required by
this Certificate of Incorporation or the CBCA, until the occurrence of the
Operative Date, the affirmative vote of at least eighty percent (80%) of the
votes entitled to be cast thereon shall be required to alter, amend or repeal,
or adopt any provision inconsistent with, any provision of this Article EIGHTH.
Neither the alteration, amendment or repeal of this Article EIGHTH nor the
adoption of any provision inconsistent with this Article EIGHTH shall eliminate
or reduce the effect of this Article EIGHTH in respect of any matter occurring,
or any cause of action, suit or claim that, but for this Article EIGHTH, would
accrue or arise, prior to such alteration, amendment, repeal or adoption.

            G. For purposes of this Article EIGHTH, Citigroup and Operative Date
shall have the meanings set forth in Article SEVENTH.

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

            B. The Corporation shall not, without the written consent of
Citigroup, Inc. engage, directly or indirectly, in any act or activity which
would result, either alone or after giving effect to the business, operations,
properties, activities and legal and regulatory status of Citigroup and the
Corporation, in: (i) Citigroup being required to file any notice, report or
other document or make any registration with, obtain any approval, consent or


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authorization of or otherwise become subject to any statutes, rules,
regulations, ordinances, orders, decrees or other legal restrictions of any
federal, state, local or foreign governmental, administrative or regulatory
authority, agency or instrumentality (collectively, "Applicable Law") or (ii)
any director of the Corporation who is also a director or officer of Citigroup
being ineligible to serve or prohibited from so serving as a director of the
Corporation under or pursuant to any Applicable Law. Citigroup shall not be
liable to the Corporation or its shareholders for breach of any fiduciary duty
by reason of the fact that Citigroup gives or withholds any consent for any
reason in connection with this Article NINTH. No vote cast or other action taken
by any person who is an officer, director or other representative of Citigroup
which vote is cast or action is taken by such person in his or her capacity as a
director of the Corporation shall constitute a consent of Citigroup for the
purpose of this Article NINTH.

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

            D. For purposes of this Article NINTH, Citigroup and Operative Date
shall have the meaning set forth in Article SEVENTH.

            E. For purposes of Section B of this Article NINTH and Section B of
Article TENTH, "Citigroup Inc." shall mean Citigroup Inc. and its successors by
way of merger, consolidation or sale of all or substantially all of its assets
(and not any other corporation, partnership, joint venture, limited liability
company, trust, association or other entity).

            F. Notwithstanding anything in this Certificate of Incorporation to
the contrary and in addition to any vote of the Board of Directors required by
this Certificate of Incorporation or the CBCA, until the occurrence of the
Operative Date, the affirmative vote of the holders of at least eighty percent
(80%) of the votes entitled to be cast thereon shall be required to alter, amend
or repeal, or adopt any provision inconsistent with, any provision of this
Article NINTH. Neither the alteration, amendment or repeal of this Article NINTH
nor the adoption of any provision inconsistent with this Article NINTH shall
eliminate or reduce the effect of this Article NINTH in respect of any matter
occurring, or any cause of action, suit or claim that, but for this Article
NINTH, would accrue or arise, prior to such alteration, amendment, repeal or
adoption.

            G. This Article NINTH shall become inoperative and of no effect
following the Operative Date.

            TENTH: A. Prior to the Operative Date, the Corporation shall not,
without the prior consent of the holders of not less than a majority of the
Class B Common Stock then outstanding, permit any of the following to occur: (i)
any consolidation or merger of the Corporation with or into any Person or of any
Person with or into the Corporation


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(other than a merger or consolidation of the Corporation with or into a Wholly
Owned Subsidiary of the Corporation); (ii) any consolidation or merger of any
Subsidiary of the Corporation with or into any Person or of any Person with or
into any Subsidiary of the Corporation (other than a merger or consolidation of
a Subsidiary of the Corporation with or into a Wholly Owned Subsidiary of the
Corporation); (iii) the entry into or consummation by the Corporation or a
Subsidiary of the Corporation of any transaction, or series of related
transactions valued in the aggregate, involving consideration in excess of $5
million with any affiliate of the Corporation (other than Citigroup), other than
(a) the Transactions, (b) transactions which are on terms substantially the same
as or more favorable to the Corporation than those that would be available from
an unaffiliated third party, and (c) transactions between or among any of the
Corporation and its Wholly Owned Subsidiaries; (iv) any sale, lease, exchange or
other disposition or any acquisition (by way of merger or consolidation,
acquisition of stock, other securities or assets, or otherwise), in each case by
the Corporation or any Subsidiary of the Corporation, directly or indirectly in
a single transaction, or series of related transactions valued in the aggregate,
involving consideration in excess of $100 million (other than acquisitions,
dispositions and transfers of securities pursuant to portfolio investment
decisions in the ordinary course of business and transactions to which the
Corporation and one or more Wholly Owned Subsidiaries of the Corporation are the
only parties); (v) any increase or decrease in the authorized capital stock of
the Corporation or the creation of any class or series of capital stock of the
Corporation; (vi) any issuance by the Corporation or any Subsidiary of the
Corporation of any shares of its respective capital stock or any options,
warrants or rights to acquire such capital stock or securities convertible into
or exchangeable for capital stock, except (a) the issuance of shares of capital
stock of a Wholly Owned Subsidiary of the Corporation to the Corporation or
another Wholly Owned Subsidiary of the Corporation, (b) pursuant to the
Transactions, and (c) pursuant to employee and agent stock incentive awards in
the ordinary course of business; (vii) the dissolution, liquidation or winding
up of the Corporation; (viii) the election, removal or filling of a vacancy in
the office of the Chief Executive Officer of the Corporation; (ix) the
declaration of dividends on any class or series of the capital stock of the
Corporation except for quarterly cash dividends on the Common Stock in an amount
not to exceed $$0.06 per share; (x) the creation or incurrence of any issue of
Indebtedness or series of related issuances of Indebtedness, or the guaranty of
Indebtedness of any other Person, by the Corporation or any Subsidiary of the
Corporation in excess of $100 million, except (a) in the ordinary course of the
surety business of the Corporation's insurance subsidiaries, (b) pursuant to the
Credit Facility, (c) guarantees given to states or insurance regulatory
authorities thereof in connection with the licensing of the business of the
Corporation or any Subsidiary of the Corporation in such jurisdiction and (d)
any Indebtedness incurred in connection with the Concurrent Offering; or (xi)
any change in the number of directors on the Board of Directors of the
Corporation, the establishment of any committee of the Board of Directors of the
Corporation, the nomination of the members of the Board of Directors of the
Corporation or any committee thereof by the Board of Directors, the removal of
any member of the Board of Directors of the Corporation or any committee thereof
and the filling of newly


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<PAGE>
created memberships and vacancies on the Board of Directors of the Corporation
or any committees thereof.

            B. Except as otherwise provided below, for purposes of this Article
TENTH, Citigroup and Operative Date shall have the meanings set forth in Article
SEVENTH. In addition, for purposes of this Article TENTH:

                  (i) "Citigroup Inc." shall have the meaning set forth in
Article NINTH;

                  (ii) "Concurrent Offering" shall mean the offering of the
Corporation's Convertible Junior Subordinated Notes due 2032 described in the
Corporation's Registration Statement on Form S-1 (No. 333-82388) to be completed
contemporaneously with the Initial Public Offering;

                  (iii) "Corporation" shall mean the Corporation (and not any
other corporation, partnership, joint venture, limited liability company, trust,
association or other entity);

                  (iv) "Credit Facility" shall mean the Credit Agreement, dated
as of April 13, 2001, between a Subsidiary of the Corporation and Citigroup;

                  (v) "Distribution" shall mean the pro rata distribution by
Citigroup Inc. of shares of Common Stock to holders of Citigroup Inc. common
stock in a transaction qualifying under Section 355 of the Internal Revenue Code
of 1986, as amended;

                  (vi) "Indebtedness" shall mean, with respect to any Person,
any liability of such Person in respect of borrowed money or evidenced by bonds,
notes, debentures or similar instruments and shall also include (a) any
liability of such Person under any agreement related to the fixing of interest
rates on any Indebtedness and (b) any capitalized lease obligations of such
Person (if and to the extent the same would appear on a balance sheet of such
Person prepared in accordance with United States generally accepted accounting
principles);

                  (vii) "Initial Public Offering" shall mean the initial public
offering of Class A Common Stock as contemplated by the Corporation's
Registration Statement on Form S-1 (No. 333-82388);

                  (viii) "Person" shall mean any individual, corporation,
partnership, joint venture, limited liability company, association or other
business entity and any trust, unincorporated organization or government or any
agency or political subdivision thereof;

                  (ix) "Reorganization" shall mean the restructuring
transactions of the Corporation entered into on or prior to the Initial Public
Offering between the


                                       13
<PAGE>
Corporation and its Subsidiaries, on the one hand, and Citigroup(other than the
Corporation and its Subsidiaries), on the other hand;

                  (x) "Subsidiary" of the Corporation shall include all
corporations, partnerships, joint ventures, limited liability companies,
associations and other entities (a) in which the Corporation owns (directly or
indirectly) fifty percent (50%) or more of the outstanding voting stock, voting
power, partnership interests or similar ownership interests, (b) of which the
Corporation otherwise directly or indirectly controls or directs the policies or
operations or (c) which would be considered subsidiaries of the Corporation
within the meaning of Regulation S-K or Regulation S-X of the general rules and
regulations under the Securities Act of 1933, as amended;

                  (xi) "Transactions" shall mean, collectively: (a) the
Reorganization, (b) the Initial Public Offering, (c) the Concurrent Offering and
(d) the Distribution; and

                  (xii) "Wholly Owned Subsidiary" of the Corporation shall mean
all Subsidiaries of the Corporation in which the Corporation owns (directly or
indirectly) all of the outstanding voting stock, voting power, partnership
interests or similar ownership interests, except for director's qualifying
shares in nominal amount.

            C. Notwithstanding anything in this Certificate of Incorporation to
the contrary and in addition to any vote of the Board of Directors required by
this Certificate of Incorporation or the CBCA, until the occurrence of the
Operative Date, the affirmative vote of at least eighty percent (80%) of the
votes entitled to be cast thereon shall be required to alter, amend or repeal,
or adopt any provision inconsistent with, any provision of this Article TENTH.
Neither the alteration, amendment or repeal of this Article TENTH nor the
adoption of any provision inconsistent with this Article TENTH shall eliminate
or reduce the effect of this Article TENTH in respect of any matter occurring,
or any cause of action, suit or claim that, but for this Article TENTH, would
accrue or arise, prior to such alteration, amendment, repeal or adoption.

            ELEVENTH: A. Any action which, under the CBCA, may be taken at a
meeting of shareholders may be taken without a meeting as follows: (i) by one or
more consents in writing, setting forth the action so taken or to be taken,
bearing the date of signature and signed by all of the persons who would be
entitled to vote upon such action at a meeting, or by their duly authorized
attorneys; or (ii) as long as Citigroup continues to own shares entitled to cast
at least a majority of the votes entitled to be cast in the election of
directors, by one or more consents in writing, bearing the date of signature and
setting forth the action to be taken, signed by persons holding shares entitled
to cast not less than eighty percent (80%) of the votes entitled to be cast
thereon or to take such action, or their duly authorized attorneys, except that
directors may not be elected by action of shareholders without a meeting of
shareholders other than by unanimous written consent or pursuant to a plan of
merger or consolidation. If action is proposed to be taken by written


                                       14
<PAGE>
consent of less than all of such persons, or their duly authorized attorneys,
notice in writing of such proposed action shall be given to each person who
would be entitled to vote thereon at a meeting held for that purpose. Such
notice shall be given in the manner of giving notice of a meeting of
shareholders not less than twenty days nor more than fifty days before the date
any such consents are to become effective. If not less than five days before the
date any such consents are to become effective, the secretary of the Corporation
shall have received from such persons, or their duly authorized attorneys,
holding shares entitled to cast not less than one-tenth of the votes that would
be entitled to be cast at a meeting to take such action, a demand in writing
that such action not be taken by written consent, all persons to whom such
notice was given shall be so notified, and the Corporation shall not take such
proposed action except at a meeting of shareholders. The Secretary of the
Corporation shall file such consent or consents, or certify the tabulation of
such consents and file such certificate, with the minutes of the meetings of the
shareholders.

            B. Except as otherwise required by law, special meetings of
shareholders of the Corporation may be called only by (i) the Chairman of the
Board, the Vice Chairman of the Board, the Chief Executive Officer, the Chairman
of the Executive Committee, the President or the Secretary of the Corporation or
(ii) any such officer at the request in writing of the Board of Directors or of
the Executive Committee.

            C. Notwithstanding any other provision of this Certificate of
Incorporation or the CBCA, the affirmative vote of at least eighty percent (80%)
of the votes entitled to be cast thereon shall be required to amend, alter,
change or repeal, or to adopt any provision as part of this Certificate of
Incorporation inconsistent with the purpose and intent of, this Article
ELEVENTH.

            TWELFTH: In furtherance and not in limitation of the powers
conferred upon it by the laws of the State of Connecticut, the Board of
Directors shall have the power to adopt, amend, alter or repeal the Bylaws. The
affirmative vote of at least sixty-six and two-thirds percent (66-2/3%) of the
entire Board of Directors shall be required to adopt, amend, alter or repeal the
Bylaws. The shareholders shall have the power to make, amend or repeal the
Bylaws, provided, however, that the Bylaws shall not be amended, altered or
repealed, nor shall any Bylaw provision be adopted, other than by the
affirmative vote of eighty percent (80%) of the votes entitled to be cast
thereon. Notwithstanding any other provision of this Certificate of
Incorporation or the Bylaws (and notwithstanding the fact that a lesser
percentage or separate class vote may be specified by law, this Certificate of
Incorporation or the Bylaws), the affirmative vote of the holders of at least
eighty percent (80%) of the votes entitled to be cast thereon shall be required
to adopt, amend, alter or repeal any provision as part of this Certificate of
Incorporation inconsistent with the purpose and intent of this Article TWELFTH.

            THIRTEENTH: The personal liability to the Corporation or its
shareholders of a person who is or was a director of the Corporation for
monetary damages


                                       15
<PAGE>
for breach of duty as a director shall be limited to the amount of the
compensation received by the director for serving the Corporation during the
year of the violation if such breach did not (a) involve a knowing and culpable
violation of law by the director, (b) enable the director or an associate, as
defined in subdivision (3) of Section 33-840 of the CBCA, to receive an improper
personal economic gain, (c) show a lack of good faith and a conscious disregard
for the duty of the director to the Corporation under circumstances in which the
director was aware that his conduct or omission created an unjustifiable risk of
serious injury to the Corporation, (d) constitute a sustained and unexcused
pattern of inattention that amounted to an abdication of the director's duty to
the Corporation, or (e) create liability under Section 33-757 of the CBCA. The
personal liability of a person who is or was a director to the Corporation or
its shareholders for breach of duty as a director shall further be limited to
the full extent allowed from time to time by Connecticut law. This Article
THIRTEENTH shall not limit or preclude the liability of a person who is or was a
director for any act or omission occurring prior to the effective date of this
Article THIRTEENTH. Any lawful repeal or modification of this Article THIRTEENTH
or the adoption of any provision inconsistent herewith by the Board of Directors
and the shareholders of the Corporation shall not, with respect to a person who
is or was a director, adversely affect any limitation of liability, right or
protection of such person existing at or prior to the effective date of such
repeal, modification or adoption of a provision inconsistent herewith.

            FOURTEENTH: A. To the fullest extent permitted by law, the
Corporation shall indemnify any current or former director, officer or employee
of the Corporation and any employee who is or was serving, at the request of the
Corporation, as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, limited liability company,
trust, association, employee benefit plan or other entity against all
liabilities, expenses, judgments, fines and amounts paid in settlement actually
and reasonably incurred by such individual in connection with any threatened,
pending or completed action, suit or proceeding brought by or in the right of
the Corporation or otherwise, to which such individual was or is a party or is
threatened to be made a party by reason of such individual's current or former
position with the Corporation or by reason of the fact that such individual is
or was serving, at the request of the Corporation, as a director, officer,
partner, trustee, employee or agent of another corporation, partnership, joint
venture, limited liability company, trust, association, employee benefit plan or
other entity. Notwithstanding the preceding sentence, the Corporation shall not
be required to indemnify an indemnitee in connection with a proceeding (or part
thereof) commenced by the indemnitee against the Corporation.

            B. In addition to the obligations incurred by the Corporation under
Section A of this Article FOURTEENTH, the Corporation shall indemnify its
directors for liability, as defined in Section 33-770(5) of the CBCA, to any
person for any action taken, or any failure to take any action, as a director,
except liability that: (i) involved a knowing and culpable violation of law by
the director; (ii) enabled the director or an associate (as defined in Section
33-840 of the CBCA) to receive an improper personal economic gain;


                                       16
<PAGE>
(iii) showed a lack of good faith and conscious disregard for the duty of the
director to the Corporation under circumstances in which the director was aware
that his or her conduct or omission created an unjustifiable risk of serious
injury to the Corporation; (iv) constituted a sustained and unexcused pattern of
inattention that amounted to an abdication of the director's duty to the
Corporation; or (v) created liability under Section 33-757 of the CBCA.
Notwithstanding the preceding sentence, the Corporation shall not be required to
indemnify an indemnitee in connection with a proceeding (or part thereof)
commenced by the indemnitee against the Corporation. This Article FOURTEENTH
shall not affect the indemnification or advance of expenses to a director for
any liability stemming from acts or omissions occurring prior to the effective
date of this Article FOURTEENTH.

            C. The Corporation shall advance funds to pay for or reimburse the
reasonable expenses incurred by a current or former director or officer and any
employee who is or was serving, at the request of the Corporation, as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, limited liability company, trust, association,
employee benefit plan or other entity who is or was a party to a proceeding
because he or she is or was a director or officer or was serving, at the request
of the Corporation, as a director, officer, partner, trustee, employee or agent
of another corporation, partnership, joint venture, limited liability company,
trust, association, employee benefit plan or other entity if he or she delivers
to the Corporation: (i) a written affirmation of his or her good faith belief
that he or she has met the relevant standard of conduct or that the proceeding
involves conduct for which liability has been eliminated under a provision of
this Certificate of Incorporation; and (ii) his or her written undertaking to
repay any funds advanced if he or she is not entitled to mandatory
indemnification under the CBCA and it is ultimately determined that he or she
has not met the relevant standard of conduct required by this Certificate of
Incorporation or by the CBCA. The Corporation shall not be obligated to advance
expenses to any current or former employee or agent of the Corporation who is
not a director or officer. However, the Corporation, in its discretion, may
advance funds to any current or former employee or agent of the Corporation upon
such terms and conditions as the Board of Directors deems appropriate.

            D. Except as otherwise expressly provided in this Article
FOURTEENTH, the Corporation shall not be obligated by Section 33-776(d) of the
CBCA to indemnify any current or former agent of the Corporation who is not a
director. However, the Corporation may, in the discretion of the Board of
Directors, indemnify any current or former agent of the Corporation who is not a
director to the fullest extent permitted by law.

            FIFTEENTH: Except as provided in Articles FOURTH, FIFTH, SEVENTH,
EIGHTH, NINTH, TENTH, ELEVENTH and TWELFTH of this Certificate of Incorporation,
the Corporation reserves the right to amend and repeal any provision contained
in this Certificate of Incorporation in the manner prescribed by the laws of the
State of Connecticut, and all rights of shareholders shall be subject to this
reservation.


                                       17
<PAGE>
            SIXTEENTH: In accordance with Section 33-842(d)(2) of the CBCA, the
Corporation expressly elects not to be governed by Sections 33-840 to 33-842 of
the CBCA.


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