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                                                                     Exhibit 10C


            AMENDMENT DATED MAY 9, 2000 TO TRAVELERS EXPRESS COMPANY,
                         INC. SUPPLEMENTAL PENSION PLAN


Section 11 of the Travelers Express Company, Inc. Supplemental Pension Plan
shall be amended by addition of the following in its place:

SECTION 11  NON-COMPETE AND FORFEITURE PROVISIONS:

"Notwithstanding any other provision in this Plan to the contrary, from and
after January 1, 2000, an Eligible Employee's right to receive a benefit or
future benefits under this Plan shall be governed by the following provisions:

(a)   The right shall be conditioned upon certification by the Eligible Employee
      prior to their receipt of any future benefits under this Plan that the
      Eligible Employee has read and understands the non-compete and forfeiture
      provisions set forth in this Section 11, and that the Eligible Employee
      has no intent to engage in any activity or provide any services which are
      contrary to the spirit and intent of these provisions. The Eligible
      Employee's failure to so certify shall not constitute a waiver on the part
      of the Company as to the enforceability of these provisions under Section
      11.

(b)   In order to better protect the goodwill of the Company and its
      subsidiaries and to prevent the disclosure of the Company's or its
      subsidiaries' trade secrets and confidential information and thereby help
      insure the long-term success of the business, the Eligible Employee,
      without prior written consent of the Company, will not engage in any
      activity or provide any services, whether as a director, manager,
      supervisor, employee, adviser, agent, consultant, owner of more than five
      (5) percent of any enterprise or otherwise, for a period of two (2) years
      following the date of the Eligible Employee's termination of employment
      with the Company, or its subsidiaries, in connection with the manufacture,
      development, advertising, promotion, design, or sale or any other activity
      in furtherance of any business enterprise, service or product which is the
      same as or similar to or competitive with or in any way adverse to any
      services or products or other activities of the Company or its
      subsidiaries (including both existing services or products as well as
      services or products known to the Eligible Employee, as a consequence of
      the Eligible Employee's employment with the Company or one of its
      subsidiaries, to be in development):

      (1)   with respect to which the Eligible Employee's work has been directly
            concerned at any time preceding termination of employment with the
            Company or any of its subsidiaries, or

      (2)   with respect to which during that period of time the Eligible
            Employee, as a consequence of the Eligible Employee's job
            performance and duties, acquired knowledge of the trade secrets or
            other confidential information of the Company or its subsidiaries.
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For purposes of this Section 11, it shall be conclusively presumed that the
Eligible Employee has knowledge of information he or she was directly exposed to
through actual receipt or review of memos or documents containing such
information, or through actual attendance at meetings at which such information
was discussed or disclosed.

      (c)   If, at any time during the two (2) year period after the Eligible
            Employee's termination of employment from the Company or any of its
            subsidiaries, the Eligible Employee engages in any conduct described
            in Section (b) above, then the amount of any payments made to the
            Eligible Employee from the Plan during that period (without regard
            to tax effects) shall be paid by the Eligible Employee to the
            Company. The Eligible Employee consents to the deduction from any
            amounts the Company or any of its subsidiaries owes the Eligible
            Employee from time to time to the extent of the amount the Eligible
            Employee owes the Company hereunder.


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