Registration No. ________
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------------
TRAVELERS 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 GROUP 401(K) SAVINGS PLAN
(Full Title of the Plan)
JAMES M. MICHENER
TRAVELERS PROPERTY CASUALTY CORP.
ONE TOWER SQUARE
HARTFORD, CONNECTICUT 06183
(Name and Address of Agent for Service)
(860) 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(1) 500,000(2) $33.25(3) $16,625,000(3) $5,038(3)
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) 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 Group 401(k) Savings Plan.
(3) 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, as
reported on the New York Stock Exchange on April 15, 1997.
<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 latest annual report filed by Travelers Property Casualty Corp.
(the "Registrant"), and the latest annual report filed by the Travelers Group
401(k) Savings Plan (the "Plan"), pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
Registrant's annual report referred to in (a) above.
(c) The description of the Registrant's Class A Common Stock contained in
the Registrant's registration statement filed under the Exchange Act 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 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
2
<PAGE>
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 not 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 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 Registrant By-Laws provides that the
Registrant shall indemnify its directors and officers to the fullest extent
permitted by the DGCL.
Travelers Group Inc. also provides liability insurance for its directors
and officers and the directors and officers of its subsidiaries, including the
Registrant, 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.
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
Registrant's Restated Certificate of Incorporation limits the liability of
directors to the fullest extent permitted by Section 102(b)(7).
3
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index attached hereto.
The Registrant hereby undertakes that the Plan and any amendment
thereto will be submitted or have been submitted to the Internal Revenue Service
("IRS") in a timely manner and all changes required by the IRS in order to
qualify the Plan will be made or have been made.
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;
(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
4
<PAGE>
(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.
(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.
5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
- ------- -----------------------
4.1 Restated Certificate of Incorporation of Travelers
Property Casualty Corp. (formerly Travelers/Aetna
Property Casualty Corp.) (the "Registrant"), Certificate
of Designations, Powers, Preferences and Rights of
7.5% Redeemable Preferred Stock, Series Z, of the
Registrant, and Certificate of Amendment to the Restated
Certificate of Incorporation, incorporated by reference to
Exhibit 3.01 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996
(File No. 1-14328)
5 Opinion of James M. Michener, Esq.,
with respect to the legality of the securities
being registered
23.1 Consent of James M. Michener, Esq.
(included in his opinion filed as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney of certain directors of the Registrant
6
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, as
amended, Travelers 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 Hartford, State of
Connecticut, this 22nd day of April, 1997.
TRAVELERS PROPERTY CASUALTY CORP.
(Registrant)
By: /s/Robert I. Lipp
------------------------------------
Robert I. Lipp
Chairman of the Board, President and
Chief Executive Officer
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 22nd day of April, 1997.
Signature Title
--------- -----
/s/Robert I. Lipp
- ----------------------------- Chairman of the Board, President and Chief
Robert I. Lipp Executive Officer (Principal Executive Officer)
and Director
/s/William P. Hannon
- ----------------------------- Chief Financial Officer (Principal Financial
William P. Hannon Officer)
/s/Thomas P. Shugrue Vice President and Chief Accounting Officer
- ----------------------------- (Principal Accounting Officer)
Thomas P. Shugrue
*
- ----------------------------- Director
Kenneth J. Bialkin
- ----------------------------- Director
John J. Byrne
7
<PAGE>
Signature Title
--------- -----
*
- ----------------------------- 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
8
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933, as
amended, the Plan 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 22nd day of April, 1997.
TRAVELERS GROUP 401(k) SAVINGS PLAN
(Plan)
By: /s/ Richard M. Green
--------------------------------------
Richard M. Green,
Secretary of the Plans Administration
Committee, the Plan's Administrator
9
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
- ------- -----------------------
4.1 Restated Certificate of Incorporation of Travelers
Property Casualty Corp. (formerly Travelers/Aetna
Property Casualty Corp.) (the "Registrant"), Certificate
of Designations, Powers, Preferences and Rights of
7.5% Redeemable Preferred Stock, Series Z, of the
Registrant, and Certificate of Amendment to the Restated
Certificate of Incorporation, incorporated by reference to
Exhibit 3.01 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996
(File No. 1-14328)
5 Opinion of James M. Michener, Esq.,
with respect to the legality of the securities
being registered
23.1 Consent of James M. Michener, Esq.
(included in his opinion filed as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney of certain directors of the Registrant
Exhibit 5
April 22, 1997
Travelers Property Casualty Corp.
One Tower Square
Hartford, CT 06183
Ladies and Gentlemen:
I am General Counsel of Travelers 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 500,000 shares of class A common stock, $.01 par value
per share (the "Shares"), of the Company relating to the Travelers Group 401(k)
Savings Plan (the "Plan") and interests in the Plan.
In connection with the foregoing, I or attorneys under my supervision 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, I have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted as
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.
My opinion is limited to matters governed by the Federal laws of the United
States of America and the General Corporation Law of the state of Delaware. I am
not admitted to the practice of law in the state of Delaware.
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 Regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/James M. Michener
---------------------------
James M. Michener
General Counsel
10
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Travelers Property Casualty Corp.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of our report on the consolidated financial statements of the Travelers
Property Casualty Corp. (the "Company") dated January 17, 1997, and our report
on the related financial statement schedules dated January 17, 1997, which are
incorporated by reference or included in the 1996 Annual Report on Form 10-K of
the Company, and which is incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
April 21, 1997
11
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Aetna Services, Inc. (formerly "Aetna Life and Casualty Company"):
We consent to the incorporation by reference in the registration statement on
Form S-8 of Travelers 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 are incorporated by reference in the 1996 Annual Report on Form 10-K
of 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
April 21, 1997
12
EXHIBIT 23.4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Plans Administration Committee of
Travelers Group Inc.
and
The Board of Directors
Travelers Property Casualty Corp:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Travelers Property Casualty Corp. of our report dated June 21, 1996,
relating to the statements of net assets available for plan benefits of
Travelers Group 401(k) Savings Plan as of December 31, 1995 and 1994, and the
related statements of changes in net assets available for plan benefits for the
years then ended, and all related schedules, which is incorporated by reference
in the 1995 Annual Report on Form 10-K, as amended, of Travelers Group Inc.
incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
New York, New York
April 22, 1997
EXHIBIT 24
POWER OF ATTORNEY
TRAVELERS PROPERTY CASUALTY CORP.
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS 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 500,000 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 Group 401(k)
Savings Plan (the "Plan"), and interests in 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 Plan interests 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
and Plan interests 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 26th day
of March, 1997.
/s/Kenneth J. Bialkin
------------------------
Kenneth J. Bialkin
13
<PAGE>
POWER OF ATTORNEY
TRAVELERS PROPERTY CASUALTY CORP.
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS 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 500,000 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 Group 401(k)
Savings Plan (the "Plan"), and interests in 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 Plan interests 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
and Plan interests 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 26th day
of March, 1997.
/s/James Dimon
------------------------
James Dimon
14
<PAGE>
POWER OF ATTORNEY
TRAVELERS PROPERTY CASUALTY CORP.
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS 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 500,000 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 Group 401(k)
Savings Plan (the "Plan"), and interests in 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 Plan interests 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
and Plan interests 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 26th day
of March, 1997.
/s/Dudley C. Mecum
------------------------
Dudley C. Mecum
15
<PAGE>
POWER OF ATTORNEY
TRAVELERS PROPERTY CASUALTY CORP.
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS 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 500,000 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 Group 401(k)
Savings Plan (the "Plan"), and interests in 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 Plan interests 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
and Plan interests 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 26th day
of March, 1997.
/s/Roberto G. Mendoza
------------------------
Roberto G. Mendoza
16
<PAGE>
POWER OF ATTORNEY
TRAVELERS PROPERTY CASUALTY CORP.
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS 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 500,000 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 Group 401(k)
Savings Plan (the "Plan"), and interests in 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 Plan interests 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
and Plan interests 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 26th day
of March, 1997.
/s/Frank J. Tasco
------------------------
Frank J. Tasco
17
<PAGE>
POWER OF ATTORNEY
TRAVELERS PROPERTY CASUALTY CORP.
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS 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 500,000 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 Group 401(k)
Savings Plan (the "Plan"), and interests in 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 Plan interests 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
and Plan interests 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 26th day
of March, 1997.
/s/Sanford I. Weill
------------------------
Sanford I. Weill
18
<PAGE>
POWER OF ATTORNEY
TRAVELERS PROPERTY CASUALTY CORP.
(Form S-8)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
TRAVELERS 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 500,000 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 Group 401(k)
Savings Plan (the "Plan"), and interests in 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 Plan interests 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
and Plan interests 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 26th day
of March, 1997.
/s/Arthur Zankel
------------------------
Arthur Zankel
19
