EXHIBIT 4.02 SEE LEGENDS ON REVERSE SIDE 6.365% Cumulative Preferred Stock, Series F NUMBER SEAL SHARES CUSIP 894190 70 1 Travelers Group Inc. Incorporated under the laws of the State of Delaware 6.365% Cumulative Preferred Stock Series F $1.00 par value per share BankBoston N.A., as Depositary under a Deposit Agreement dated as of June 11, 1997 among Travelers Group Inc., BankBoston N.A. and Holders of Depositary. THIS CERTIFIES THAT Receipts issued thereunder IS THE OWNER OF --------------------------------- SHARES, OF THE - ----------------------------------------------------------------- above Corporation transferable only on the books of the Corporation by the holder thereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed. In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers, and to be sealed with the Seal of the Corporation. This day of A.D. COUNTERSIGNED AND REGISTERED BANKBOSTON N.A. ---------------------------------- TRANSFER AGENT President AND REGISTRAR ---------------------------------- AUTHORIZED OFFICER Secretary The Corporation will furnish without charge to any registered stockholder who so requests, a copy or summary of the Certificate of Designation setting forth the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Any such request should be addressed to the Secretary of Travelers Group Inc., 388 Greenwich Street, New York, New York 10013. This certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Restated Certificate of Incorporation, as amended (copies of which are on file at the Office of the Transfer Agent) to all of which the holder hereof by acceptance hereof assents. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. For Value Received, ______________________hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - ---------------------------------------------------------------------------- _______________________________________________Shares represented by the within Certificate, and do hereby irrevocably constitute and appoint _______________________________________________Attorney to transfer the said Shares on the books of the within named Corporation with full power of substitution in the promises. Dated ______________________________________ 19 In presence of _______________________________________ ___________________________________ NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE, IN EVERY PARTICULAR WITHOUT ALTERATION OR CORRECTION OR ANY CHANGE WHATSOEVER.