As filed with the Securities and Exchange Commission on June 28, 1996
Registration No. ________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________________
TRAVELERS/AETNA PROPERTY CASUALTY CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1445591
(State or other jurisdiction (I.R.S.Employer
of incorporation or organization) Identification No.)
ONE TOWER SQUARE
HARTFORD, CONNECTICUT 06183
(Address of Principal Executive Offices) (Zip Code)
TRAVELERS/AETNA PROPERTY CASUALTY CORP. CAPITAL ACCUMULATION PLAN
(Full title of the plan)
JAMES M. MICHENER, ESQ.
GENERAL COUNSEL
TRAVELERS/AETNA PROPERTY CASUALTY CORP.
ONE TOWER SQUARE
HARTFORD, CONNECTICUT 06183
(Name and address of agent for service)
(203) 277-0111
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE><CAPTION>
Title of Proposed Maximum Proposed Maximum Amount of
Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee
<S> <C> <C> <C> <C>
Class A Common Stock,
$.01 par value
per share 4,000,000(1) $26.625 (2) $106,500,000 (2) $36,724.14 (2)
</TABLE>
(1) This Registration Statement also covers such additional number of shares
as may be issuable or saleable by reason of the operation of the
anti-dilution provisions of the Travelers/Aetna Property Casualty Corp.
Capital Accumulation Plan that are covered by this Registration Statement.
(2) The registration fee for the securities registered hereby has been
calculated pursuant to Rule 457(h) under the Securities Act and is based
upon the average of the high and low sale price of the Class A Common
Stock, par value $.01 per share, of Travelers/Aetna Property Casualty
Corp. as reported on the New York Stock Exchange on June 21, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Prospectus dated April 22, 1996 filed by Travelers/Aetna Property
Casualty Corp. (the "Registrant") pursuant to Rule 424(b) of the Securities Act
of 1933, as amended (the "Act"), that contains audited financial statements for
the Registrant's latest fiscal year;
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the financial statements referenced
in subparagraph (a) above; and
(c) The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed on Form S-1 under the Act dated April
22, 1996 (File No. 333-2254), which description is incorporated by reference
into the Form 8-A filed under the Exchange Act on April 11, 1996 (File No. 1-
14328) and any amendment or report filed for the purpose of further updating
such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the Delaware General Corporation Law
("DGCL") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party
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<PAGE>
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Subsection (b) of DGCL Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Other subsections of Section 145 further provide that to the extent a
director or officer of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall be deemed exclusive of any
other rights to which the indemnified party may be entitled; that
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and empowers the corporation to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status
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<PAGE>
as such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145. Section 3 of Article V of the
Company's By-Laws provides that the Company shall indemnify its directors and
officers to the fullest extent permitted by the DGCL.
The Company also provides liability insurance for its directors and
officers which provides for coverage against loss from claims made against
directors and officers in their capacity as such, including liabilities under
the Securities Act of 1933, as amended. In certain employment agreements, the
Company or its subsidiaries have also agreed to indemnify certain officers
against loss from claims made against such officers in connection with the
performance of their duties under their employment agreements. Such
indemnification is generally to the same extent as provided in the Company's By-
laws.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article TWELFTH of the Company's Restated Certificate of Incorporation limits
the liability of directors to the fullest extent permitted by Section 102(b)(7).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index attached hereto.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
4
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
5
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Travelers/Aetna Property Casualty Corp. certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, this 28th day of June, 1996.
TRAVELERS/AETNA PROPERTY CASUALTY CORP.
(Registrant)
By: /s/ Robert I. Lipp
-------------------------
Robert I. Lipp, President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 28th day of June, 1996.
SIGNATURE CAPACITY
Chairman of the Board, President and
/s/ Robert I. Lipp Chief Executive Officer (Principal
____________________ Executive Officer) and Director
Robert I. Lipp
/s/ William P. Hannon Chief Financial Officer
_____________________ (Principal Financial Officer)
William P. Hannon
/s/ Christine B. Mead Chief Accounting Officer
_____________________ (Principal Accounting Officer)
Christine B. Mead
*
____________________ Director
Kenneth J. Bialkin
*
____________________ Director
John J. Byrne
7
<PAGE>
SIGNATURE CAPACITY
*
____________________ Director
James Dimon
*
____________________ Director
Dudley C. Mecum
*
_____________________ Director
Roberto G. Mendoza
*
_____________________ Director
Frank J. Tasco
_____________________ Director
Sanford I. Weill
*
____________________ Director
Arthur Zankel
*By: /s/ William P. Hannon
----------------------
William P. Hannon
Attorney-in-fact under the
Powers of Attorney filed
as Exhibit 24 hereto.
8
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
5 Opinion of James M. Michener, with respect to the legality of the
securities being registered (filed herewith)
23.1 Consent of James M. Michener (included in his consent filed as Exhibit
5)
23.2 Consent of KPMG Peat Marwick LLP (filed herewith)
23.3 Consent of KPMG Peat Marwick LLP (filed herewith)
24 Powers of Attorney of certain directors of the Registrant (filed
herewith)
28.1 Information from Reports Furnished to State Insurance Regulatory
Authorities. Schedule P of the Combined Annual Statement of The
Travelers Insurance Group Inc. and its affiliated property and
casualty insurers (incorporated by reference to Exhibit 28.01 of the
Form 10-K for the year ended December 31, 1995 of Travelers Group Inc.
(File No. 1-9924).
28.2 Information from Reports Furnished to State Insurance Regulatory
Authorities. Schedule P of the Combined Annual Statement of Aetna
Life and Casualty Company and its affiliated property and casualty
insurers (incorporated by reference to Exhibit 28 of the Form 10-K for
the year ended December 31, 1995 of Aetna Life and Casualty Company
(File No. 1-5704).
9
Exhibit 5
June 28, 1996
Travelers/Aetna Property Casualty Corp.
One Tower Square
Hartford, CT 06183
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of Travelers/Aetna Property
Casualty Corp., a Delaware corporation (the "Company"). I have acted as counsel
to the Company in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended, for the registration of four million (4,000,000) shares of
Class A common stock, $.01 per share par value (the "Shares"), of the Company
for issuance under the Travelers/Aetna Property Casualty Corp. Capital
Accumulation Plan (the "Plan").
In connection with the foregoing, I or other attorneys employed by the
Company or affiliates of the Company have examined the minute books and stock
records of the Company, the Restated Certificate of Incorporation and By-Laws of
the Company, the Registration Statement, the Plan and resolutions duly adopted
by the Board of Directors of the Company relating to the Plan. In addition, I
or attorneys under my supervision have reviewed such other documents and
instruments and have conferred with various officers and directors of the
Company and have ascertained or verified to my satisfaction such additional
facts as I have deemed necessary or appropriate for the purposes of this
opinion. In such examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to originals, the conformity to original documents of all documents
submitted as certified, photostatic or facsimile copies, and the authenticity of
the originals of such latter documents.
Based upon the foregoing I am of the opinion that the Shares to be issued
under the Plan have been duly authorized and, when issued and delivered in
accordance with the terms of the Plan, will be legally issued, fully paid and
non-assessable.
I am admitted to the practice of law in the state of Connecticut and my
opinion is limited to matters governed by the Federal securities laws of the
United States of America, the laws of the state of Connecticut and the General
Corporation Law of the state of Delaware.
10
<PAGE>
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the Rules and Regulation of the
Securities and Exchange Commission thereunder.
This opinion is solely for your benefit in connection with the Company's
issuance of the Shares, and is not to be used, circulated, quoted or otherwise
referred to for any other purpose without my express written permission.
Very truly yours,
/s/ James M. Michener
James M. Michener
General Counsel
11
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Travelers/Aetna Property Casualty Corp.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Travelers/Aetna Property Casualty Corp. (the "Company") of our
report on the consolidated financial statements of the Company dated January 16,
1996, and our report on the related financial statement schedules, which appear
in the Registration Statement on Form S-1 dated April 22, 1996 filed by the
Company, and which is incorporated herein by reference. Our report on the
consolidated financial statements refers to a change in the method of accounting
for certain investments in debt and equity securities in 1994.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
June 26, 1996
12
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Aetna Life and Casualty Company:
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Travelers/Aetna Property Casualty Corp. (the "Company") of our
report on the combined financial statements of The Aetna Casualty and Surety
Company and The Standard Fire Insurance Company and their subsidiaries dated
February 28, 1996, which appears in the Registration Statement on Form S-1 dated
April 22, 1996 filed by the Company, and which is incorporated herein by
reference. Our report refers to a change to the methods of accounting for
certain investments in debt and equity securities, workers' compensation life
table indemnity reserves and retrospectively rated reinsurance contracts in
1993.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
June 26, 1996
13
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS/AETNA PROPERTY CASUALTY CORP., a Delaware corporation ("the Company"),
does hereby constitute and appoint Jay S. Fishman, William P. Hannon and James
M. Michener, and each of them, the true and lawful attorneys-in-fact and agents
of the undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to four million
(4,000,000) shares of the Company's Class A common stock, par value $.01 per
share (the "Common Stock"), to be offered by the Company pursuant to the
Travelers/Aetna Property Casualty Corp. Capital Accumulation Plan (the "Plan"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director, a Registration Statement on Form S-8 or another appropriate form in
respect of the registration of such Common Stock and any and all amendments
thereto, including post-effective amendments, and any instruments, contracts,
documents or other writings of which the originals or copies thereof are to be
filed as a part of, or in connection with, said Registration Statement or
amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said attorneys-
in-fact and agents, or any of them, deem advisable in order to qualify or
register the Common Stock under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 19th day of
June, 1996.
/s/ Kenneth J. Bialkin
______________________________________
(Signature)
14
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS/AETNA PROPERTY CASUALTY CORP., a Delaware corporation ("the Company"),
does hereby constitute and appoint Jay S. Fishman, William P. Hannon and James
M. Michener, and each of them, the true and lawful attorneys-in-fact and agents
of the undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to four million
(4,000,000) shares of the Company's Class A common stock, par value $.01 per
share (the "Common Stock"), to be offered by the Company pursuant to the
Travelers/Aetna Property Casualty Corp. Capital Accumulation Plan (the "Plan"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director, a Registration Statement on Form S-8 or another appropriate form in
respect of the registration of such Common Stock and any and all amendments
thereto, including post-effective amendments, and any instruments, contracts,
documents or other writings of which the originals or copies thereof are to be
filed as a part of, or in connection with, said Registration Statement or
amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said attorneys-
in-fact and agents, or any of them, deem advisable in order to qualify or
register the Common Stock under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 18th day of
June, 1996.
/s/ John J. Byrne
______________________________________
(Signature)
15
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS/AETNA PROPERTY CASUALTY CORP., a Delaware corporation ("the Company"),
does hereby constitute and appoint Jay S. Fishman, William P. Hannon and James
M. Michener, and each of them, the true and lawful attorneys-in-fact and agents
of the undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to four million
(4,000,000) shares of the Company's Class A common stock, par value $.01 per
share (the "Common Stock"), to be offered by the Company pursuant to the
Travelers/Aetna Property Casualty Corp. Capital Accumulation Plan (the "Plan"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director, a Registration Statement on Form S-8 or another appropriate form in
respect of the registration of such Common Stock and any and all amendments
thereto, including post-effective amendments, and any instruments, contracts,
documents or other writings of which the originals or copies thereof are to be
filed as a part of, or in connection with, said Registration Statement or
amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said attorneys-
in-fact and agents, or any of them, deem advisable in order to qualify or
register the Common Stock under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 21st day of
June, 1996.
/s/ James Dimon
______________________________________
(Signature)
16
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS/AETNA PROPERTY CASUALTY CORP., a Delaware corporation ("the Company"),
does hereby constitute and appoint Jay S. Fishman, William P. Hannon and James
M. Michener, and each of them, the true and lawful attorneys-in-fact and agents
of the undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to four million
(4,000,000) shares of the Company's Class A common stock, par value $.01 per
share (the "Common Stock"), to be offered by the Company pursuant to the
Travelers/Aetna Property Casualty Corp. Capital Accumulation Plan (the "Plan"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director, a Registration Statement on Form S-8 or another appropriate form in
respect of the registration of such Common Stock and any and all amendments
thereto, including post-effective amendments, and any instruments, contracts,
documents or other writings of which the originals or copies thereof are to be
filed as a part of, or in connection with, said Registration Statement or
amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said attorneys-
in-fact and agents, or any of them, deem advisable in order to qualify or
register the Common Stock under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 20th day of
June, 1996.
/s/ Dudley C. Mecum
______________________________________
(Signature)
17
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS/AETNA PROPERTY CASUALTY CORP., a Delaware corporation ("the Company"),
does hereby constitute and appoint Jay S. Fishman, William P. Hannon and James
M. Michener, and each of them, the true and lawful attorneys-in-fact and agents
of the undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to four million
(4,000,000) shares of the Company's Class A common stock, par value $.01 per
share (the "Common Stock"), to be offered by the Company pursuant to the
Travelers/Aetna Property Casualty Corp. Capital Accumulation Plan (the "Plan"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director, a Registration Statement on Form S-8 or another appropriate form in
respect of the registration of such Common Stock and any and all amendments
thereto, including post-effective amendments, and any instruments, contracts,
documents or other writings of which the originals or copies thereof are to be
filed as a part of, or in connection with, said Registration Statement or
amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said attorneys-
in-fact and agents, or any of them, deem advisable in order to qualify or
register the Common Stock under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 24 day of
June, 1996.
/s/ Roberto G. Mendoza
______________________________________
(Signature)
18
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS/AETNA PROPERTY CASUALTY CORP., a Delaware corporation ("the Company"),
does hereby constitute and appoint Jay S. Fishman, William P. Hannon and James
M. Michener, and each of them, the true and lawful attorneys-in-fact and agents
of the undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to four million
(4,000,000) shares of the Company's Class A common stock, par value $.01 per
share (the "Common Stock"), to be offered by the Company pursuant to the
Travelers/Aetna Property Casualty Corp. Capital Accumulation Plan (the "Plan"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director, a Registration Statement on Form S-8 or another appropriate form in
respect of the registration of such Common Stock and any and all amendments
thereto, including post-effective amendments, and any instruments, contracts,
documents or other writings of which the originals or copies thereof are to be
filed as a part of, or in connection with, said Registration Statement or
amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said attorneys-
in-fact and agents, or any of them, deem advisable in order to qualify or
register the Common Stock under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 24th day of
June, 1996.
/s/ Frank J. Tasco
______________________________________
(Signature)
19
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS/AETNA PROPERTY CASUALTY CORP., a Delaware corporation ("the Company"),
does hereby constitute and appoint Jay S. Fishman, William P. Hannon and James
M. Michener, and each of them, the true and lawful attorneys-in-fact and agents
of the undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to four million
(4,000,000) shares of the Company's Class A common stock, par value $.01 per
share (the "Common Stock"), to be offered by the Company pursuant to the
Travelers/Aetna Property Casualty Corp. Capital Accumulation Plan (the "Plan"),
including specifically, but without limiting the generality of the foregoing,
power and authority to sign, in the name and on behalf of the undersigned as a
director, a Registration Statement on Form S-8 or another appropriate form in
respect of the registration of such Common Stock and any and all amendments
thereto, including post-effective amendments, and any instruments, contracts,
documents or other writings of which the originals or copies thereof are to be
filed as a part of, or in connection with, said Registration Statement or
amendments, and to file or cause to be filed the same with the Securities and
Exchange Commission, and to effect any and all applications and other
instruments in the name and on behalf of the undersigned which said attorneys-
in-fact and agents, or any of them, deem advisable in order to qualify or
register the Common Stock under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 21st day of
June, 1996.
/s/ Arthur Zankel
______________________________________
(Signature)
20
