UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
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Commission file nuumber 1-9924
TRAVELERS GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1568099
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
388 Greenwich Street, New York, New York 10013
(Address of principal executive offices) (zip Code)
(212) 816-8000
(Registrant's telephone number, including area code)
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Securities registered pursuant to
Section 12(b) of the Act:
Name of each exchange on which
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Title of each class registered
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Common Stock, par value $ .01 per New York Stock Exchange and
share Pacific Stock Exchange
Depositary Shares, each representing New York Stock Exchange
1/10th of a share of 8.125%
Cumulative Preferred Stock, Series A
5.50% Convertible Preferred Stock, New York Stock Exchange
Series B
Depositary Shares, each representing 1/2 New York Stock Exchange
of a share of 9.25% Preferred stock,
Series D
7 3/4% Notes Due June 15, 1999 New York Stock Exchange
7 5/8% Notes Due January 15, 1997 New York Stock Exchange
1998 Warrants to Purchase common Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form lO-K. [X]
The aggregate market value of the voting stock held by nonaffiliates
of the registrant as of March 6, 1996 was approximately $21 billion.
As of March 6, 1996, 319,082,594 shares of the registrant's common stock,
par value $.01 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the registrant's Annual Report to Stockholders for
the fiscal year ended ~December 31, 1995 are incorporated by reference
into Part II of this Form 10-K/A-1.
Certain portions of the registrant's Proxy Statement for the 1996
Annual Meeting of Stockholders held on April 26, 1996 are incorporated by
reference into Part III of this Form 10-K/A-1.
EXPLANATORY NOTE
This Form 10-K/A-1 is being filed to include as exhibits to
the Form 10-K financial statements for certain of the Company's
employee savings plans, pursuant to Rule 15d-21 of the
Securities Exchange Act of 1934, as amended, and to make certain
additional changes to the exhibits. Other than the related additions
to the Exhibit Index, the text of Item 14 has not been amended and
speaks as of the date of the original filing of the Form 10-K.
PART IV
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Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as a part of the report:
(1) Financial Statements. See Index to Consolidated Financial
Statements and Schedules on page F-1 hereof. Also filed as
a part of this report are the preacquisition consolidated
balance sheets of The Travelers Corporation and Subsidiaries
as of December 31, 1993 and 1992, and the related
consolidated statements of operations and retained earnings
and cash flows for each of the three years in the period
ended December 31, 1993, together with the notes thereto and
the related report of Independent Accountants. See Exhibit
99.01.
(2) Financial Statement Schedules. See Index to Consolidated
Financial Statements and Schedules on page F-1 hereof.
(3) Exhibits:
See Exhibit Index.
(b) Reports on Form 8-K:
On October 12, 1995, the Company filed a Current Report on Form
8-K dated October 2, 1995, reporting under Item 2 thereof the
disposition of its interest in The MetraHealth Companies, Inc.
On December 4, 1995, the Company filed a Current Report on Form
8-K dated November 28, 1995, reporting under Item 5 thereof its
agreement to purchase the domestic property and casualty
insurance operations of Aetna.
No other reports on Form 8-K were filed during the fourth quarter
of 1995; however, on January 19, 1996, the Company filed a
Current Report on Form 8-K dated January 19, 1996 (which was
amended by a Form 8-K/A-1 filed February 6, 1996), including
under Item 5 thereof certain financial information related to the
domestic property and casualty insurance operations to be
acquired by the Company from Aetna; and on January 23, 1996, the
Company filed a Current Report on Form 8-K dated January 16,
1996, reporting under Item 5 thereof the results of its
operations for the three months and twelve months ended December
31, 1995 and certain other selected financial data.
EXHIBIT INDEX
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Exhibit Filing
Number Description of Exhibit Method
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3.01 Restated Certificate of Incorporation of Travelers
Group Inc. (formerly The Travelers Inc.), (the
"Company") and Certificate of Designation of Cumulative
Adjustable Rate Preferred Stock, Series Y, and
Certificate of Amendment to the Restated Certificate of
Incorporation, incorporated by reference to Exhibit
3.01 to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 1995 (File No. 1-
9924) (the "Company's March 31, 1995 10-Q").
3.02 By-Laws of the Company as amended through January 24,
1996.
10.01* Employment Protection Agreement, dated as of December
31, 1987, between the Company (as successor to
Commercial Credit Company ("CCC")) and Sanford I.
Weill, incorporated by reference to Exhibit 10.03 to
CCC's Annual Report on Form 10-K for the fiscal year
ended December 31, 1987 (File No. 1-6594).
10.02* Stock Option Plan of the Company, as amended through
September 27, 1995, incorporated by reference to
Exhibit 10.01 to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 1995
(File No. 1-9924) (the "Company's September 30, 1995
10-Q").
10.03* Retirement Benefit Equalization Plan of the Company (as
successor to Primerica Holdings, Inc.), as amended,
incorporated by reference to Exhibit 10.03 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 (File No. 1-9924) (the
"Company's 1993 10-K).
10.04* Letter Agreement between Joseph A. Califano, Jr. and
the Company, dated December 14, 1988, incorporated by
reference to Exhibit 10.21.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended December
31, 1988 (File No. 1-9924) (the "Company's 1988 10-K").
10.05.1* The Company's Deferred Compensation Plan for Directors,
incorporated by reference to Exhibit 10.21.2 to the
Company's 1988 10-K.
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.05.2* Amendment to the Company's Deferred Compensation Plan
for Directors, dated July 22, 1992, incorporated by
reference to Exhibit 10.06.2 of the Company's Annual
Report on Form 10-K for the fiscal year ended December
31, 1992 (File No. 1-9924) (the "Company's 1992 10-K").
10.06.1* Supplemental Retirement Plan of the Company,
incorporated by reference to Exhibit 10.23 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1990 (File No. 1-9924) (the
"Company's 1990 10-K").
10.06.2* Amendment to the Company's Supplemental Retirement
Plan, incorporated by reference to Exhibit 10.06.2 to
the Company's 1993 10-K.
10.07* The Travelers Inc. Executive Performance Compensation
Plan, effective April 27, 1994.
10.08.1* Capital Accumulation Plan of the Company (the "CAP
Plan"), as amended to November 30, 1995.
10.08.2* Amendment No. 9 to the CAP Plan.
10.09* Agreement dated December 21, 1993 between the Company
and Edward H. Budd, incorporated by reference to
Exhibit 10.22 to the Company's 1993 10-K.
10.10* The Travelers Inc. Deferred Compensation and
Partnership Participation Plan, incorporated by
reference to Exhibit 10.31 to the Company's Annual
Report on Form 10-K/A-1 for the fiscal year ended
December 31, 1994 (File No. 1-9924).
10.11 Stock Purchase Agreement dated as of November 28, 1995,
between The Travelers Insurance Group Inc. and Aetna
Life and Casualty Company, incorporated by reference to
Exhibit 10.1 to Aetna Life and Casualty Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (File No. 1-5704).
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.12.1* Employment Agreement dated June 23, 1993, by and among
SBI, the Company and Robert F. Greenhill (the "RFG
Employment Agreement"), incorporated by reference to
Exhibit 10.01 to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 1993
(File No. 1-9924) (the "Company's September 30, 1993
10-Q").
10.12.2* Amendment to the RFG Employment Agreement, incorporated
by reference to Exhibit 10.17.2 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1994 (File No. 1-9924) (the "Company's
March 31, 1994 10-Q").
10.13* Memorandum of Sale dated June 23, 1993, between the
Company and Robert F. Greenhill, incorporated by
reference to Exhibit 10.02 to the Company's September
30, 1993 10-Q.
10.14* Registration Rights Agreement dated June 23, 1993,
between the Company and Robert F. Greenhill,
incorporated by reference to Exhibit 10.03 to the
Company's September 30, 1993 10-Q.
10.15* Restricted Shares Agreement dated June 23, 1993, by and
between the Company and Robert F. Greenhill,
incorporated by reference to Exhibit 10.04 to the
Company's September 30, 1993 10-Q.
10.16* Employment Agreement effective January 1, 1995 between
the Company and Michael A. Carpenter, incorporated by
reference to Exhibit 10.22 to the Company's Annual
Report on Form 10-K for the fiscal year ended December
31, 1994 (File No. 1-9924) (the "Company's 1994 10-K").
10.17.1* The Travelers Corporation 1982 Stock Option Plan, as
amended January 10, 1992, incorporated by reference to
Exhibit 10(a) to the Annual Report on Form 10-K of old
Travelers for the fiscal year ended December 31, 1991
(File No. 1-5799) (the "old Travelers' 1991 10-K").
10.17.2* Amendment to The Travelers Corporation 1982 Stock
Option Plan, incorporated by reference to Exhibit
10.23.2 to the Company's 1994 10-K.
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.18.1* The Travelers Corporation 1988 Stock Incentive Plan, as
amended April 7, 1992, incorporated by reference to
Exhibit 10(b) to the Annual Report on Form 10-K of old
Travelers for the fiscal year ended December 31, 1992
(File No. 1-5799) (the "old Travelers' 1992 10-K").
10.18.2* Amendment to The Travelers Corporation 1988 Stock
Incentive Plan, incorporated by reference to Exhibit
10.24.2 to the Company's 1994 10-K.
10.19* The Travelers Corporation 1984 Management Incentive
Plan, as amended effective January 1, 1991,
incorporated by reference to Exhibit 10(c) to the
Annual Report on Form 10-K of old Travelers for the
fiscal year ended December 31, 1990 (File No. 1-5799).
10.20* The Travelers Corporation Supplemental Benefit Plan,
effective December 20, 1992, incorporated by reference
to Exhibit 10(d) to the Annual Report on the old
Travelers' 1992 10-K.
10.21* The Travelers Corporation TESIP Restoration and Non-
Qualified Savings Plan, effective January 1, 1991,
incorporated by reference to Exhibit 10(e) to the old
Travelers' 1991 10-K.
10.22* The Travelers Severance Plan of Officers, as amended
September 23, 1993, incorporated by reference to
Exhibit 10.30 to the Company's 1993 10-K.
10.23* The Travelers Corporation Directors' Deferred
Compensation Plan, as amended November 7, 1986,
incorporated by reference to Exhibit 10(d) to the
Annual Report on Form 10-K of old Travelers for the
fiscal year ended December 31, 1986 (File No. 1-5799).
10.24* Employment Agreement dated as of December 30, 1994,
between SBI and Joseph J. Plumeri II, incorporated by
reference to Exhibit 10.30 to the Company's 1994 10-K.
11.01 Computation of Earnings Per Share.
12.01 Computation of Ratio of Earnings to Fixed Charges.
Exhibit Filing
Number Description of Exhibit Method
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13.01 Pages 30 through 70 of the 1995 Annual Report to
Stockholders of the Company (pagination of exhibit does
not correspond to pagination in the 1995 Annual Report
to Stockholders).
21.01 Subsidiaries of the Company.
23.01 Consent of KPMG Peat Marwick LLP, Independent Certified
Public Accountants.
23.02 Consent of Coopers & Lybrand L.L.P., Independent
Accountants.
23.03** Accountants' consents to incorporation by reference of Electronic
reports filed with Exhibits 99.07 and 99.08.
24.01 Powers of Attorney.
27.01 Financial Data Schedule.
28.01 Information from Reports Furnished to State Insurance
Regulatory Authorities. Schedule P of the Combined
Annual Statement of The Travelers Insurance Group Inc.
and its affiliated property and casualty insurers.
99.01 Consolidated balance sheets of The Travelers
Corporation and Subsidiaries as of December 31, 1993
and 1992, and the related consolidated statements of
operations and retained earnings and cash flows for
each of the three years in the period ended December
31, 1993, together with the notes thereto and the
related report of Independent Accountants.
99.02 The fourth paragraph of page 26 of the Company's
September 30, 1993 10-Q (File No. 1-9924).
99.03 The third paragraph of page 16 of the Quarterly Report
on Form 10-Q of Smith Barney Holdings Inc. for the
fiscal quarter ended September 30, 1994 (File No. 1-
12484).
99.04 The paragraph that begins on page 2 and ends on page 3
of the Company's Current Report on Form 8-K dated March
1, 1994 (File No. 1-9924).
99.05 The second paragraph of page 29 of the Company's
Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1994 10-Q (File No. 1-9924).
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
99.06** The second paragraph of page 30 of the Company's Electronic
September 30, 1995 10-Q (File No. 1-9924).
99.07** 1995 Financial Statements of The Travelers Savings, Electronic
Investment and Stock Ownership Plan.
99.08** 1995 Financial Statements of Travelers Group 401(k) Electronic
Savings Plan.
The total amount of securities authorized pursuant to any instrument
defining rights of holders of long-term debt of the Company does not
exceed 10% of the total assets of the Company and its consolidated
subsidiaries. The Company will furnish copies of any such instrument to
the Commission upon request.
The financial statements required by Form 11-K for 1995 for the Company's
employee savings plans are being filed as exhibits to this Form 10-K/A-1
pursuant to Rule 15d-21 of the Securities Exchange Act of 1934, as amended.
Copies of any of the exhibits referred to above will be furnished at a
cost of $.25 per page (although no charge will be made for the 1995 Annual
Report on Form 10-K) to security holders who make written request therefor
to Corporate Communications and Investor Relations Department, Travelers
Group Inc., 388 Greenwich Street, New York, New York 10013.
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* Denotes a management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
** Filed with Form 10-K/A-1.
Except as otherwise indicated, all other exhibits were filed with the
initial filing of the Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on the 27th day
of June, 1996.
TRAVELERS GROUP INC.
(Registrant)
By: /s/ IRWIN ETTINGER
. . . . . . . . . . . . . . . . . . .
Irwin Ettinger
Executive Vice President
EXHIBIT INDEX
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Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
3.01 Restated Certificate of Incorporation of Travelers
Group Inc. (formerly The Travelers Inc.), (the
"Company") and Certificate of Designation of Cumulative
Adjustable Rate Preferred Stock, Series Y, and
Certificate of Amendment to the Restated Certificate of
Incorporation, incorporated by reference to Exhibit
3.01 to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 1995 (File No. 1-
9924) (the "Company's March 31, 1995 10-Q").
3.02 By-Laws of the Company as amended through January 24,
1996.
10.01* Employment Protection Agreement, dated as of December
31, 1987, between the Company (as successor to
Commercial Credit Company ("CCC")) and Sanford I.
Weill, incorporated by reference to Exhibit 10.03 to
CCC's Annual Report on Form 10-K for the fiscal year
ended December 31, 1987 (File No. 1-6594).
10.02* Stock Option Plan of the Company, as amended through
September 27, 1995, incorporated by reference to
Exhibit 10.01 to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 1995
(File No. 1-9924) (the "Company's September 30, 1995
10-Q").
10.03* Retirement Benefit Equalization Plan of the Company (as
successor to Primerica Holdings, Inc.), as amended,
incorporated by reference to Exhibit 10.03 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 (File No. 1-9924) (the
"Company's 1993 10-K).
10.04* Letter Agreement between Joseph A. Califano, Jr. and
the Company, dated December 14, 1988, incorporated by
reference to Exhibit 10.21.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended December
31, 1988 (File No. 1-9924) (the "Company's 1988 10-K").
10.05.1* The Company's Deferred Compensation Plan for Directors,
incorporated by reference to Exhibit 10.21.2 to the
Company's 1988 10-K.
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.05.2* Amendment to the Company's Deferred Compensation Plan
for Directors, dated July 22, 1992, incorporated by
reference to Exhibit 10.06.2 of the Company's Annual
Report on Form 10-K for the fiscal year ended December
31, 1992 (File No. 1-9924) (the "Company's 1992 10-K").
10.06.1* Supplemental Retirement Plan of the Company,
incorporated by reference to Exhibit 10.23 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1990 (File No. 1-9924) (the
"Company's 1990 10-K").
10.06.2* Amendment to the Company's Supplemental Retirement
Plan, incorporated by reference to Exhibit 10.06.2 to
the Company's 1993 10-K.
10.07* The Travelers Inc. Executive Performance Compensation
Plan, effective April 27, 1994.
10.08.1* Capital Accumulation Plan of the Company (the "CAP
Plan"), as amended to November 30, 1995.
10.08.2* Amendment No. 9 to the CAP Plan.
10.09* Agreement dated December 21, 1993 between the Company
and Edward H. Budd, incorporated by reference to
Exhibit 10.22 to the Company's 1993 10-K.
10.10* The Travelers Inc. Deferred Compensation and
Partnership Participation Plan, incorporated by
reference to Exhibit 10.31 to the Company's Annual
Report on Form 10-K/A-1 for the fiscal year ended
December 31, 1994 (File No. 1-9924).
10.11 Stock Purchase Agreement dated as of November 28, 1995,
between The Travelers Insurance Group Inc. and Aetna
Life and Casualty Company, incorporated by reference to
Exhibit 10.1 to Aetna Life and Casualty Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (File No. 1-5704).
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.12.1* Employment Agreement dated June 23, 1993, by and among
SBI, the Company and Robert F. Greenhill (the "RFG
Employment Agreement"), incorporated by reference to
Exhibit 10.01 to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 1993
(File No. 1-9924) (the "Company's September 30, 1993
10-Q").
10.12.2* Amendment to the RFG Employment Agreement, incorporated
by reference to Exhibit 10.17.2 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1994 (File No. 1-9924) (the "Company's
March 31, 1994 10-Q").
10.13* Memorandum of Sale dated June 23, 1993, between the
Company and Robert F. Greenhill, incorporated by
reference to Exhibit 10.02 to the Company's September
30, 1993 10-Q.
10.14* Registration Rights Agreement dated June 23, 1993,
between the Company and Robert F. Greenhill,
incorporated by reference to Exhibit 10.03 to the
Company's September 30, 1993 10-Q.
10.15* Restricted Shares Agreement dated June 23, 1993, by and
between the Company and Robert F. Greenhill,
incorporated by reference to Exhibit 10.04 to the
Company's September 30, 1993 10-Q.
10.16* Employment Agreement effective January 1, 1995 between
the Company and Michael A. Carpenter, incorporated by
reference to Exhibit 10.22 to the Company's Annual
Report on Form 10-K for the fiscal year ended December
31, 1994 (File No. 1-9924) (the "Company's 1994 10-K").
10.17.1* The Travelers Corporation 1982 Stock Option Plan, as
amended January 10, 1992, incorporated by reference to
Exhibit 10(a) to the Annual Report on Form 10-K of old
Travelers for the fiscal year ended December 31, 1991
(File No. 1-5799) (the "old Travelers' 1991 10-K").
10.17.2* Amendment to The Travelers Corporation 1982 Stock
Option Plan, incorporated by reference to Exhibit
10.23.2 to the Company's 1994 10-K.
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
10.18.1* The Travelers Corporation 1988 Stock Incentive Plan, as
amended April 7, 1992, incorporated by reference to
Exhibit 10(b) to the Annual Report on Form 10-K of old
Travelers for the fiscal year ended December 31, 1992
(File No. 1-5799) (the "old Travelers' 1992 10-K").
10.18.2* Amendment to The Travelers Corporation 1988 Stock
Incentive Plan, incorporated by reference to Exhibit
10.24.2 to the Company's 1994 10-K.
10.19* The Travelers Corporation 1984 Management Incentive
Plan, as amended effective January 1, 1991,
incorporated by reference to Exhibit 10(c) to the
Annual Report on Form 10-K of old Travelers for the
fiscal year ended December 31, 1990 (File No. 1-5799).
10.20* The Travelers Corporation Supplemental Benefit Plan,
effective December 20, 1992, incorporated by reference
to Exhibit 10(d) to the Annual Report on the old
Travelers' 1992 10-K.
10.21* The Travelers Corporation TESIP Restoration and Non-
Qualified Savings Plan, effective January 1, 1991,
incorporated by reference to Exhibit 10(e) to the old
Travelers' 1991 10-K.
10.22* The Travelers Severance Plan of Officers, as amended
September 23, 1993, incorporated by reference to
Exhibit 10.30 to the Company's 1993 10-K.
10.23* The Travelers Corporation Directors' Deferred
Compensation Plan, as amended November 7, 1986,
incorporated by reference to Exhibit 10(d) to the
Annual Report on Form 10-K of old Travelers for the
fiscal year ended December 31, 1986 (File No. 1-5799).
10.24* Employment Agreement dated as of December 30, 1994,
between SBI and Joseph J. Plumeri II, incorporated by
reference to Exhibit 10.30 to the Company's 1994 10-K.
11.01 Computation of Earnings Per Share.
12.01 Computation of Ratio of Earnings to Fixed Charges.
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
13.01 Pages 30 through 70 of the 1995 Annual Report to
Stockholders of the Company (pagination of exhibit does
not correspond to pagination in the 1995 Annual Report
to Stockholders).
21.01 Subsidiaries of the Company.
23.01 Consent of KPMG Peat Marwick LLP, Independent Certified
Public Accountants.
23.02 Consent of Coopers & Lybrand L.L.P., Independent
Accountants.
23.03** Accountants' consents to incorporation by reference of Electronic
reports filed with Exhibits 99.07 and 99.08.
24.01 Powers of Attorney.
27.01 Financial Data Schedule.
28.01 Information from Reports Furnished to State Insurance
Regulatory Authorities. Schedule P of the Combined
Annual Statement of The Travelers Insurance Group Inc.
and its affiliated property and casualty insurers.
99.01 Consolidated balance sheets of The Travelers
Corporation and Subsidiaries as of December 31, 1993
and 1992, and the related consolidated statements of
operations and retained earnings and cash flows for
each of the three years in the period ended December
31, 1993, together with the notes thereto and the
related report of Independent Accountants.
99.02 The fourth paragraph of page 26 of the Company's
September 30, 1993 10-Q (File No. 1-9924).
99.03 The third paragraph of page 16 of the Quarterly Report
on Form 10-Q of Smith Barney Holdings Inc. for the
fiscal quarter ended September 30, 1994 (File No. 1-
12484).
99.04 The paragraph that begins on page 2 and ends on page 3
of the Company's Current Report on Form 8-K dated March
1, 1994 (File No. 1-9924).
99.05 The second paragraph of page 29 of the Company's
Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1994 10-Q (File No. 1-9924).
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
99.06** The second paragraph of page 30 of the Company's Electronic
September 30, 1995 10-Q (File No. 1-9924).
99.07** 1995 Financial Statements of The Travelers Savings, Electronic
Investment and Stock Ownership Plan.
99.08** 1995 Financial Statements of Travelers Group 401(k) Electronic
Savings Plan.
The total amount of securities authorized pursuant to any instrument
defining rights of holders of long-term debt of the Company does not
exceed 10% of the total assets of the Company and its consolidated
subsidiaries. The Company will furnish copies of any such instrument to
the Commission upon request.
The financial statements required by Form 11-K for 1995 for the Company's
employee savings plans are being filed as exhibits to this Form 10-K/A-1
pursuant to Rule 15d-21 of the Securities Exchange Act of 1934, as amended.
Copies of any of the exhibits referred to above will be furnished at a
cost of $.25 per page (although no charge will be made for the 1995 Annual
Report on Form 10-K) to security holders who make written request therefor
to Corporate Communications and Investor Relations Department, Travelers
Group Inc., 388 Greenwich Street, New York, New York 10013.
--------------
* Denotes a management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
** Filed with Form 10-K/A-1.
Except as otherwise indicated, all other exhibits were filed with the
initial filing of the Form 10-K.