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                                                 January 31, 1996

Mr. Richard L. Huber
Aetna Life and Casualty Company
151 Farmington Avenue
Hartford, CT  06156

Dear Dick:

     This is to confirm our understanding with respect to the use 
of "Aetna" in the name of the corporate entity that will own The 
Aetna Casualty and Surety Company and The Standard Fire Insurance 
Company.  You have agreed to permit us limited rights to use the 
name "Travelers/Aetna Property Casualty Corp." as the name of such 
holding company and we have agreed as follows:  (i) the name will 
only be used in full in similar size type; (ii) the entity will 
not be an insurance company; (iii) no later than December 31, 
1997, the name of the entity will be changed to eliminate the word 
"Aetna"; and (iv) it is our mutual intent that the name be used 
only for the corporate holding company and for holding company 
types of activities [such as selling holding company securities 
(provided that any prospectus state that the holding company is 
not controlled by Aetna Life and Casualty Company, or its 
successor), dealing with the investment community, corporate 
advertising of the existence of the holding company, and usage of 
business cards and letterheads by the senior employees on matters 
directly related to holding company types of activities] and 
expressly not used for operating company types of activities [such 
as sales, advertising, marketing or transmitting insurance 
policies, bonds or other products or services to customers or 
potential customers, executing leases, purchase agreements and 
other agreements related to the operation of the operating 
companies, or pursuing causes of action which arise out of the 
activities of the operating companies].  The rights to the names 
and marks licensed under the License Agreement dated as of 
November 28, 1995 (the "License Agreement"), which was annexed as 
Exhibit 7.4(a) to the Stock Purchase Agreement between The 
Travelers Insurance Group Inc., and Aetna Life and Casualty 
Company (the "Stock Purchase Agreement"), shall not be otherwise 
affected in any way by this letter agreement and our rights to use 
the "Travelers/Aetna Property Casualty Corp." name shall be 
governed by the License Agreement as if the name had been included 
on its Schedule A, except to the extent that this letter agreement 
imposes additional restrictions on our rights to such name.

This letter agreement constitutes and amendment to Section 7.4(b) 
of the Stock Purchase Agreement.  Except as otherwise specifically 
set forth herein, the Stock Purchase Agreement remains in full 
force and effect.

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     If the foregoing sets forth your understanding of our 
agreement, please so indicate by signing two copies of this letter 
in the space provided below and return one fully executed copy to 
me at your earliest convenience.


                                The Travelers Insurance Group Inc.

                           By:  /s/ Jay S. Fishman
                                __________________________________
                                 Jay S. Fishman
                                 Vice Chairman


ACKNOWLEDGED AND AGREED:
Aetna Life and Casualty Company


By:  /s/ Richard L. Huber
     _______________________________
     Richard L. Huber
     Vice Chairman




