Retirement Benefit Equalization Plan

I. Purpose of the Plan


The Cash Balance Plan consists of two parts, the Travelers Group Pension Plan (the "Retirement Plan") and the Retirement Benefit Equalization Plan (the "Plan"), both sponsored by Travelers Group Inc. (the "Company"). For eligible employees, the Retirement Plan gives benefits calculated up to a certain limitation on compensation and benefits prescribed by the Internal Revenue Code of 1986, and amended. This Plan covers benefits in excess of those ceilings and is restated effective as of January 2, 1996.


II. Administration of the Plan


The Plan Administrator is the Plans Administration Committee of the Company. The Plan Administrator has such powers as may be necessary to carry out the provisions of the Plan, including the power and discretion to determine all benefits and resolve all questions pertaining to the administration, interpretation and application of Plan provisions.


III. Application of the Plan


This Plan together with the Retirement Plan shall apply to any Participant of the Retirement Plan whose benefits under the Retirement Plan are reduced by the application of limitations on benefits payable under the Retirement Plan that are imposed to conform to the provisions of section 415 or section 401(a)(17) of the Code.


This Plan is not open to any participant in the Retirement Plan whose participation in the Retirement Plan is attributable to his employment or indirect employment by Smith Barney Shearson Inc. (or its pr ...