Exhibit 10.24.2

        Amendment to The Travelers Corporation 1988 Stock Incentive 
                   Plan, as adopted by The Travelers Inc.

As used in this Amendment, all capitalized terms shall have the meanings
assigned to them in the Plan, and the Corporation shall mean the surviving
corporation of the merger between Primerica Corporation and The Travelers
Corporation.

1.   Section 5(h) is hereby amended by adding the following at the end
     thereof:

     Notwithstanding anything to the contrary in this Section 5, the
     optionee's employment with the Corporation or its subsidiaries shall
     not be deemed to be terminated if the employment with the Corporation
     or any of its subsidiaries ceases by reason of the optionee's engaging
     in a period of Related Employment in lieu of employment with the
     Corporation or any of its subsidiaries.  For the purposes of this
     Plan, Related Employment shall mean the employment of an individual by
     an employer which is neither the Corporation nor a subsidiary of the
     Corporation provided (i) such employment is undertaken by the
     individual at the request of the Corporation or a subsidiary of the
     Corporation, (ii) immediately prior to undertaking such employment,
     the individual was an officer or employee of the Corporation or a
     subsidiary of the Corporation, or was engaged in Related Employment as
     herein defined and (iii) such employment is recognized by the
     Committee, in its sole discretion, as Related Employment for purposes
     of this Plan.  The death or disability of an individual during a
     period of Related Employment as herein defined shall be treated, for
     purposes of this Plan, as if the death or onset of the disability had
     occurred while the individual was an officer or employee of the
     Corporation or a subsidiary of the Corporation.

2.   Section 7(i) is hereby amended by adding the following at the end
     thereof:

     Notwithstanding anything to the contrary in this Section 7, the
     optionee's employment with the Corporation or its subsidiaries shall
     not be deemed to be terminated if the employment ceases by reason of
     the optionee's engaging in a period of Related Employment in lieu of
     employment with the Corporation or any of its subsidiaries.