
<PAGE> 1

                          AMENDMENT TO 
                   STOCK PURCHASE AGREEMENT

Pursuant to Section 13.2(a) of the Stock Purchase Agreement (the 
"Purchase Agreement") dated as of November 28, 1995 between Aetna 
Life and Casualty Company, a Connecticut stock insurance 
corporation (the "Seller") and The Travelers Insurance Group Inc., 
a Connecticut stock insurance corporation, which entity has 
assigned its rights and obligations under the Purchase Agreement 
to Travelers/Aetna Property Casualty Corp. a Delaware corporation 
(the "Buyer"), and relating to the purchase and sale of 100% of 
the common stock of The Aetna Casualty and Surety Company and The 
Standard Fire Insurance Company, Buyer and Seller hereby:

     1.           amend Section 6.3 of the Purchase Agreement by 
            deleting the phrase "Regulation 113 of the New York 
            Insurance Department" from such section and replacing 
            such phrase with the phrase:  "Regulation 114 of the 
            New York Insurance Department";

     2.           amend Section 7.4(f) of the Purchase Agreement 
            by inserting after the phrase "other printed material 
            or matter which are included as of the Closing in the 
            assets or inventory of any Company or any Subsidiary 
            of any Company" the phrase "as well as any system-
            generated material or matter used by any Company or 
            any Subsidiary of any Company" and by inserting after 
            the phrase "(excluding signs" the phrase "and 
            discontinue use of such system-generated material or 
            matter";

     3.           amend the Purchase Agreement by adding a new 
            Section 7.14 as follows:

            7.14  Certain Agreements Relating to Real Property.
                  _____________________________________________

                     (a)  Buyer and Seller hereby agree to 
                  reasonably cooperate from and after the Closing 
                  Date to modify existing property tax consulting 
                  agreements entered into by Aetna Life Insurance 
                  Company on its own behalf and on behalf of 
                  entities under common control with or controlled 
                  by Aetna Life Insurance Company, to the extent 
                  that such agreements relate to properties owned 
                  by the Companies or by Subsidiaries of the 
                  Companies as of the Closing Date to equitably 
                  apportion the rights and responsibilities 
                  thereunder based on the ownership of the 
                  properties affected thereby, and to obtain any 
                  required consent of the parties to such 
                  agreements.


<PAGE> 2

                     (b)  Buyer and Seller hereby agree to 
                  reasonably cooperate from and after the Closing 
                  Date to modify or, if Buyer and Seller agree, to 
                  terminate that certain Management Agreement 
                  dated as of November 30, 1993 by and between 
                  Aetna Life Insurance Company, Aetna Casualty and 
                  Surety Company and AE Properties, Inc. as it 
                  relates to Pratt Street Limited Partnership 
                  (collectively, "Owner") and LaSalle Partners 
                  ("Manager"), which agreement relates to 
                  CityPlace I, 242 Trumbull Street, Pratt Street 
                  Retail and Civic Center Mall ("CityPlace I"), to 
                  secure a replacement agreement between Aetna 
                  Casualty and Surety Company and Manager relating 
                  to CityPlace I and to obtain the consent of the 
                  Manager to such termination and replacement 
                  agreement; provided, however, that Buyer will 
                  not be required to incur any costs in obtaining
                  such consents; and

     4.              agree that if there are any books, records, 
                  assets or other items that Seller is obligated 
                  to produce, make available or deliver under the 
                  terms of the Purchase Agreement, such obligation 
                  in respect of such books, records, assets or 
                  other items shall survive the Closing (as 
                  defined in the Purchase Agreement) to the extent 
                  that any such books, records, assets or other 
                  items have not been delivered to Buyer as of the 
                  Closing.

     5.              agree that the representations contained in 
                  Section 3.11(b) shall survive the Closing for 
                  ninety (90) days but only to the extent of 
                  written notice received prior to the Closing by 
                  the executive officers, the chief legal or 
                  compliance officers of the Seller or the 
                  Companies or the senior in-house counsel for 
                  property and casualty insurance matters of the 
                  Companies and their Subsidiaries; provided, 
                  however, that the Agreement dated April 2, 1996 
                  by and between Aetna Life and Casualty Company, 
                  The Aetna Casualty and Surety Company and 
                  Travelers/Aetna Property Casualty Corp. relating 
                  to American Re Corporation shall be the sole 
                  remedy with respect to the subject matter 
                  thereof.


<PAGE> 3

     This amendment shall be governed by and construed in 
accordance with the law of the State of New York, without regard 
to the conflict of laws rules of such state.

     This amendment may be signed in any number of counterparts, 
each of which shall be an original, with the same effect as if the 
signatures thereto and hereto were upon the same instrument.

     Except as amended hereby, the terms of the Purchase Agreement 
are unmodified and remain in full force and effect.

     IN WITNESS WHEREOF, Buyer and Seller have caused this 
amendment to be duly executed by their respective authorized 
officers as of the 2nd day of April, 1996.


                       TRAVELERS/AETNA PROPERTY CASUALTY CORP.


                       BY:   /s/William P. Hannon
                             ___________________________
                             Name:  William P. Hannon
                             Title: CFO



                       AETNA LIFE AND CASUALTY COMPANY


                       By:   /s/Robert E. Broatch
                             ___________________________
                             Name:  Robert E. Broatch
                             Title: Senior Vice President, Finance



3
