TRAVELERS PROPERTY CASUALTY CORP
EMPLOYMENT LETTER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.27
<SEQUENCE>7
<FILENAME>y82392exv10w27.txt
<DESCRIPTION>EMPLOYMENT LETTER AGREEMENT
<TEXT>
<PAGE>
                                                                   Exhibit 10.27



                                                    October 25, 2002



Stewart R. Morrison

Dear Stewart:

         I am pleased to extend to you our offer of employment as Chief
Investment Officer, of Travelers Property Casualty Corp. ("Travelers" or the
"Company") at a starting salary that is the yearly equivalent of $400,000, paid
on a semi-monthly basis. So long as you are employed by Travelers, your annual
salary will not be less than $400,000. In this position, you will report
directly to Bob Lipp and have responsibility for the management of Travelers
investment portfolio and other responsibilities as may be assigned to you from
time to time. At your discretion and as appropriate for your responsibilities,
you will be working from either of Travelers' offices located in New York, N.Y.
or Hartford, CT. If you accept our offer, we expect you will start on or about
December 2, 2002.

         You will receive a one-time non-benefit-bearing sign-on bonus of
$300,000, which is payable within 30 days after commencement of your employment,
and subject to applicable deductions.

         You will not be eligible for consideration in Travelers incentive
compensation program for 2002 performance. You will be eligible for
consideration in Travelers incentive compensation program for 2003 performance
(payable in 2004) and thereafter, with a guaranteed minimum 2003 performance
year bonus of $600,000 ("2003 Bonus"), subject to continued employment at the
time of payment. Any award that you may receive under the incentive program will
be payable partly in cash and partly in the Company's Class A common restricted
stock, subject to the provisions of the Company's Capital Accumulation Program
("CAP"). CAP is an incentive and retention award program that provides eligible
employees with awards consisting of restricted stock, subject to forfeiture in
the event of termination for Cause or voluntary termination. Incentive awards
for Covered Employees are also subject to the terms and conditions of the
Company's Executive Performance Compensation Plan. Incentive awards after the
2003 performance year are discretionary and, if awarded, are generally made in
the first quarter of the year with respect to performance in the previous year
Incentive payments are subject to applicable deductions.

         Additionally, as part of this offer, we will recommend a grant of stock
options to purchase up to 200,000 shares of Travelers Class A common stock
(defined as the "Stock Option Grant"). These options will vest in 20% increments
over five years starting on the first anniversary of the date of the Stock
Option Grant, which is expected to be the date of your employment. Thereafter,
the vesting of subsequent increments will be on the annual anniversary of the
Stock Option Grant. The exercise price of the Stock Option Grant will be the
closing price of Travelers Class A common stock on the date immediately
preceding the date of the Stock Option Grant. The Stock Option Grant will be
subject to the Company's 2002 Stock Incentive Plan. The Stock Option Grant is
subject to approval under the procedures adopted by the Travelers Board of
Directors, or committee thereof, and is expected to be made prior to the date of
your employment. If for any reason, the Travelers Board of Directors or a
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committee thereof does not approve the Stock Option Grant or approves a Stock
Option Grant that is less than the Stock Option Grant, you will be entitled to
receive a mutually agreed upon benefit with value and terms equivalent to the
value and terms of the Stock Option Grant. Such equivalent benefit will be
awarded to you within 30 days of the date the Travelers Board of Directors, or
committee thereof, makes a decision on the Stock Option Grant.

     As further consideration, we will provide you with executive level
relocation services. You will also be eligible for four weeks annual vacation.
All compensation and benefits are payable in accordance with the Company's
compensation policies, plans and programs in effect at the time of payment.
Further details regarding these policies, benefit plans and programs will be
provided separately. Please note that all Travelers' compensation, benefits and
other policies, plans and programs are subject to change at management's
discretion. You will also be covered under the Travelers directors and officers
liability insurance program in a similar manner as other officers and executives
of the Company and you will be indemnified to the maximum extent permitted by
law.

     If, before January 1, 2006 you are terminated without Cause (as defined
herein), or you Leave with Good Reason (as defined herein) or you become
disabled and are unable to perform your duties for six months or longer, you
will receive a severance payment, in the amount listed below corresponding to
the period in which you are so terminated, subject to applicable deductions:

<TABLE>
<S>                                                                    <C>
     Before the payment date of 2003 Bonus                             $1,000,000
     Payment date of 2003 Bonus - December 31, 2004                    $700,000
     January 1, 2005 - December 31, 2005                               $400,000
</TABLE>

If your employment terminates for any reason other than Cause after December 31,
2005, you will receive, such separation benefits, if any, as are applicable and
available to Travelers' employees pursuant to Travelers policies, plans and
procedures then in effect. In the event your employment with Travelers is
terminated before January 1, 2006 without Cause or because you Leave with Good
Reason, (i) any unvested CAP awards will be treated as if your employment was
terminated without cause under CAP and you will be entitled to such portion of
the award as the CAP provisions established for employees who are terminated
without cause (ii) your Stock Option Grant will continue to vest for a period of
12 months after the date of your termination. Any vested stock options would be
exercisable until 30 days after the end of this 12 month period. In the event
your employment is terminated for any other reason prior to January 1, 2006 or
is terminated for any reason, including without Cause, at any time on or after
January 1, 2006 any CAP or stock option awards to you will be treated in
accordance with the applicable plans. The benefits provided to you under this
paragraph are conditioned upon the execution of a release, the form of which is
attached to this letter, and are in lieu of any other severance or separation
pay or benefits for which you may be eligible pursuant to Company plans.

         For purposes of the termination provisions contained in this offer of
employment (i) "Cause" shall be defined as: (a) the willful and continued
failure to substantially perform your duties; (b) gross negligence or willful
misconduct which is materially injurious to the Company; or (c) the conviction
of a crime involving a felony (you cannot be terminated for Cause without
advance notice and a reasonable opportunity for you to cure); and (ii) "Leave
with Good Reason" shall mean you leave the Company within 90 days after you have
been demoted, your base salary has been reduced, your responsibilities have been
significantly diminished, or Travelers decides to provide substantially all of
its investment portfolio management services in-house through employee
personnel. You cannot
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Leave with Good Reason without advance notice and a reasonable opportunity for
the Company to cure.

     In consideration of your employment, you agree that while you are employed,
and for one year following the termination of your employment, you will not
directly or indirectly solicit, induce, or otherwise encourage any person to
leave the employment of or terminate any customers relationship with Travelers
and any of its subsidiaries or affiliates.

     You also agree that during your employment, you will have access to or
acquire confidential, client, employee, competitive and/or other business
information that is unique and cannot be lawfully duplicated or easily acquired.
You understand and agree that you will have a continuing obligation not to use,
publish or otherwise disclose such information either during or after your
employment with the Company.

     This offer is contingent upon successful completion of a pre-employment
drug test, the completion of a background investigation, and the execution of
our Principles of Employment Form. Under separate cover we will send you our
Employee Handbook, our policy on Non-US Citizens and information on the
Immigration Reform and Control Act of 1986 describing the forms you will need to
bring with you to complete a federal I-9 form. It is a Federal law that you be
able to provide proof of your eligibility to work in the U.S. in order to
commence your employment.

     This letter describes Travelers' offer of employment. Any other discussions
that you may have had that are not described in this letter or in the Principles
of Employment are not part of this offer. Also, nothing herein constitutes a
contract of employment for any particular period of time. The employment
relationship between you and Travelers is "at will," which allows either party
to terminate the relationship at any time for any reason not otherwise
prohibited by law.

     We are confident that Travelers can offer you a rewarding and challenging
career opportunity. Please indicate your acceptance by returning a signed copy
of this letter to me. If you should have any questions, please call me at (860)
277-6083.

                                                         Sincerely,

                                                         /s/  Diane D. Bengston

                                                         Diane D. Bengston
<PAGE>
AGREED

/s/ Stewart R. Morrison
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Stewart R. Morrison

October 30, 2002
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Date

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