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                                                                    Exhibit 10.4

                            FIRST AMENDMENT TO LEASE

     THIS FIRST AMENDMENT TO LEASE (the "First Amendment") is made and entered
into this 15th day of May, 2001, by and between AETNA INC., a corporation
organized under the laws of the state of Pennsylvania, having a principal
address of 151 Farmington Avenue, Hartford, Connecticut 06156, as Landlord (the
"Landlord") and THE TRAVELERS INDEMNITY COMPANY, a Connecticut corporation,
having a principal address of One Tower Square, Hartford, Connecticut 06183, as
Tenant (the "Tenant").

                                  WITNESSETH:

     WHEREAS, pursuant to a certain lease dated as of March 28, 1996 (hereafter
referred to as the "Lease"), by and between Aetna Life and Casualty Company
("ALC"), and Tenant, Tenant leased from Landlord certain space consisting of
373,015 rentable square feet, situated on floors 2 through 12 inclusive and
floors 16 through 20 inclusive (the "Premises") of the Building known as
CITYPLACE I, located at 185 Asylum Street, Hartford, Connecticut 06103 (the
"Building"); and,

     WHEREAS, on or about July 19, 2000, the interests of ALC in and to the
Lease were transferred to Aetna Inc. ("Original Aetna"), and as a result of the
merger of Original Aetna into Lion Connecticut Holdings, Inc. ("Lion") on or
about December 13, 2000, the interests in and to the Lease were subsequently
held by Lion; and

     WHEREAS, Lion leased the Premises to Aetna U.S. Healthcare Inc. (which,
after the merger described above, changed its name to Aetna Inc.) ("Aetna")
pursuant to that certain Lease dated as of December 13, 2000 (the "Healthcare
Lease"), the term of which is to commence April 1, 2004; and

     WHEREAS, Lion assigned its interest, as sublessor, in the Lease to Aetna,
effective as of April 1, 2004, pursuant to an Assignment by Lion in favor of
Aetna dated as of December 13, 2000, pursuant to which Aetna assumed all of
Lion's rights and obligations with respect to the Lease and which results in the
Lease becoming a sublease from Aetna to Tenant as of April 1, 2004; and

     WHEREAS, pursuant to agreements between Lion and Aetna, Aetna hereby
represents and warrants to Tenant that it has sole right to deal and
communicate with Tenant directly regarding any matter pertaining to the
Premises with respect to the period after March 31, 2004; and

     WHEREAS, the Term of the Lease expires on March 31, 2004; and

     WHEREAS, Landlord and Tenant mutually desire to amend the terms of the
Lease in order to provide for an early extension of the Term of the Lease for a
portion of the rentable area of the Premises, and to provide for such other
related matters, as set forth herein.

     WHEREAS, the changes and modifications, as hereafter set forth, shall be
effective as of April 1, 2004, unless otherwise provided for herein (the
"Effective Date").



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     NOW, THEREFORE, in consideration of the promises and mutual covenants set
forth herein, the parties, intending to be legally bound, hereby agree as
follows:

1. PREMISES. For purposes hereof, a portion of the Premises, consisting of
   approximately 255,250 rentable square feet of space (253,114 usable square
   feet (pursuant to Exhibit A), situated on floors 2, 3, 6, 7, 8, 9, 10, 16,
   17, 18 and 19 of the Building, and as identified on the floor plans, attached
   to this First Amendment as Exhibit A-1 (DESCRIPTION OF EXTENSION TERM
   PREMISES) (hereafter the "Extension Term Premises") shall be subject to the
   early extension of the Term of the Lease, as hereafter provided in this First
   Amendment.

2. TERM. Section 1 (TERM) of the Lease is hereby amended such that the Term of
   the Lease for that certain portion of the Premises identified in Paragraph 1
   above as the Extension Term Premises, shall hereby be extended for a period
   of four (4) years and seven (7) months (hereafter the "Term of the Extension
   Term Premises"), commencing as of the Effective Date, and expiring on October
   31, 2008, unless further extended, renewed or terminated in accordance with
   the terms of the Lease, as amended by this First Amendment thereto
   (hereafter, the "Extension Term Premises Termination Date"). All terms of the
   Lease shall apply to the Term of the Extension Term Premises, except to the
   extent expressly modified herein.

3. BASE RENT. As of the Effective Date, Section 3 (BASE RENT) of the Lease shall
   be amended such that the Annual Base Rent for the Extension Term Premises
   shall be Four Million One Hundred Thirty-Five Thousand Fifty and 00/100
   Dollars ($4,135,050.00), based on an annual rental rate of $16.20 per
   rentable square foot (of the Extension Term Premises), and shall be payable
   by Tenant to Landlord (or Landlord's agent) in equal monthly installments of
   Three Hundred Forty-Four Thousand Five Hundred Eighty-Seven and 50/100
   Dollars ($344,587.50), payable commencing on the Effective Date and
   thereafter for each month of the Term of the Extension Term Premises,
   provided herein, through and including the Extension Term Premises
   Termination Date, in the manner as set forth in such Section 3 of the Lease.

        In addition to the extension of the Term of the Lease for the Extension
   Term Premises, Tenant shall also retain and extend the Term of the Lease with
   respect to the leasing of one loading dock on the loading dock level,
   mechanical ares on the loading dock level and the 14th floor, as well as
   rooftop space for the ventilator, as provided for in the second grammatical
   paragraph of Section 3 of the Lease. In consideration of the same, Tenant
   shall continue to pay to Landlord, or Landlord's agent, during the Term of
   the Extension Term Premises, as Additional Rent for the leasing of these
   items, an annual sum of $11,700.00, which amount shall be paid in one
   lump-sum payment, annually, in advance, on January 1st of each calendar year.

4. ADDITIONAL RENT. As of the Effective Date, Section 4 (ADDITIONAL RENT) of the
   Lease shall be amended by adding at the end of such provision the following:
   (i) the Base Year for the Extension Term Premises shall remain as Calendar
   Year 1997; and (ii) Tenant's Proportionate Share of the Building for the
   Extension Term Premises shall mean 31.20%, as calculated in accordance with
   the terms of such Subsection 4(A)(iii).

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5.   CONDITION OF PREMISES. It is hereby understood and agreed that Tenant shall
     accept the Extension Term Premises for the Term of the Extension Term
     Premises provided in this First Amendment, in its "as is" condition, and
     Landlord shall have no obligation to improve, alter or remodel the same
     (with the exception of normal repair and maintenance as described in the
     Lease). Tenant may perform certain alterations to the Extension Term
     Premises, at Tenant's sole cost and expense, in accordance with the terms
     of Section 9 (ADDITIONS AND ALTERATIONS) and Section 10 (COVENANT AGAINST
     LIEN) of the Lease, and in a good and workmanlike manner by Tenant and its
     contractors or subcontractors, which shall include obtaining Landlord's
     prior written consent as required therein, and in accordance with the terms
     thereof. Tenant shall be responsible for procuring all necessary permits
     for any alterations to be performed to the Extension Term Premises, as
     provided for under the terms of the Lease, and Landlord shall reasonably
     cooperate with Tenant, or Tenant's agents or contractor's in the
     procurement of such permits. It is hereby acknowledged and agreed by
     Landlord that there shall be no Landlord supervision or administrative fees
     associated with any such alterations to the Extension Term Premises.

6.   RENEWAL OPTION. Landlord and Tenant hereby acknowledge that this First
     Amendment provides for the early extension of the Term of a portion of the
     Premises, referred to herein as the Extension Term Premises; however, this
     First Amendment shall in no event be deemed to be an exercise of the
     Renewal Option provided to Tenant pursuant to Section 34 (RENEWAL OPTION)
     of the Lease, and such Renewal Option shall remain in full force and
     effect, in accordance with the terms set forth in such Section 34; however,
     only for that portion of the Premises which is not identified as the
     Extension Term Premises, and therefore not subject to the Term of the
     Extension Term Premises, as provided in this First Amendment. Accordingly,
     the Renewal Option, which is for a term of approximately four (4) years and
     seven (7) months, expiring on October 31, 2008 (the "Renewal Term"), shall
     be applicable to that portion of the Premises consisting of approximately
     117,765 rentable square feet (16,973 usable square feet, pursuant to
     EXHIBIT A of the Lease), consisting of floors 4,5,11,12 and 20 (hereafter
     known as the "Remaining Premises"). Pursuant to the terms of such Section
     34 of the Lease, any renewal as to a portion of the Remaining Premises must
     consist of entire contiguous floors; however, notwithstanding the terms of
     such Section 34 to the contrary, but in accordance with the concept of
     "entire contiguous floors", Tenant hereby agrees that (i) in the event that
     Tenant elects to exercise the Renewal Option for only one floor of the
     Remaining Premises, such one floor shall be the twentieth (20th) floor;
     (ii) in the event that Tenant elects to exercise the Renewal Option for
     only two floors, such floors shall be the 4th and 5th floors block;
     (iii) Tenant shall only have the right to elect to exercise the Renewal
     Option for the 11th and 12th floors if Tenant has also elected to exercise
     the Renewal Option for 4th and 5th floors block; and (iv) in addition to
     the terms of subsection (i) hereof, the election to exercise the Renewal
     Option for the 20th floor may be exercised in conjunction with the exercise
     of the Renewal Option for the 4th and 5th floor block, or with the exercise
     of the Renewal Option with respect to the entire Remaining Premises.

          In the event the Renewal Option is not exercised, or the parties
     cannot agree upon the Prevailing Rental Rate for the Renewal Term as such
     applies to the

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       Remaining Premises, then the Term of the Lease for the Remaining Premises
       shall expire as of the Termination Date set forth in the Lease, and
       Tenant shall vacate, quit and surrender the Remaining Premises to
       Landlord in accordance with the terms of the Lease; however, the Lease
       shall continue with respect to the Extension Term Premises, in accordance
       with the terms of this First Amendment. In the event the Renewal Option
       is exercised, and the parties reach an agreement concerning the
       Prevailing Rental Rate and resulting Base Rent for the Renewal Term, then
       Landlord and Tenant shall execute an amendment to the Lease within thirty
       (30) days after the determination of the Prevailing Rental Rate and
       resulting Base Rent for the Renewal Term for the Remaining Premises,
       which amendment shall set forth the Renewal Term, the Base Rent and all
       other terms and conditions for the Renewal Term as such apply to the
       Remaining Premises.

7.     BROKER'S WARRANTY. For the purpose of this First Amendment,
       notwithstanding the terms of Section 27 (REAL ESTATE BROKER) of the Lease
       to the contrary, Landlord and Tenant warrant and represent that they have
       dealt with no real estate broker in connection with this First Amendment
       other than Jones Lang LaSalle (the "Broker"), and that no other broker is
       entitled to any commission on account of this First Amendment. The party
       who breaches this warranty shall defend, hold harmless and indemnify the
       other from any loss, cost, damage or expense, including reasonable
       attorney fees, arising from the breach. Tenant understands that Broker
       represents Landlord in this transaction and Broker owes its fiduciary
       responsibility to Landlord. Landlord is solely responsible for paying the
       commission of said Broker in accordance with separate agreement between
       Landlord and Broker.

8.     NOTICES. Section 29 (NOTICES) of the Lease shall remain in full force and
       effect until the Effective Date. As of the Effective Date, all notices
       and notifications, required or permitted under the Lease, to be sent to
       Landlord shall be sent to the following addresses, in the manner set
       forth in such Section 29 or such other addresses as may be designated by
       Landlord by notice to Tenant, as set forth in such Section 29:

               Landlord:    Aetna, Inc.
                            151 Farmington Avenue
                            Hartford, Connecticut 06156
                            Attn: Real Estate Investments, RT11

          with a copy to:   Jones Lang LaSalle Americas, Inc.
                            90 State House Squares
                            Hartford, Connecticut 06103

         with a copy to:    Dechert
                            90 State House Squares
                            Hartford, Connecticut 06103
                            Attn: John J. Gillies, Jr.


      Notwithstanding the foregoing, as of the date hereof, all notices and
      notifications, required or permitted under the Lease regarding any matter
      pertaining to the Premises


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     with respect to the period after March 31, 2004 shall be sent to the
     addresses set forth in this Section 8 of this First Amendment.

9.   BINDING EFFECT.  The terms of this First Amendment to Lease shall be
     binding upon and inure to the benefit of the parties hereto and their
     respective successors and permitted assigns.

10.  RATIFICATION.  Except as expressly provided otherwise herein, all terms
     defined in the Lease shall have the meaning ascribed therein and all
     provisions, covenants and conditions of the Lease are hereby ratified,
     confirmed and incorporated herein in their entirety by this reference.

11.  FULL FORCE AND EFFECT.  The Lease shall remain in full force and effect and
     the terms of this First Amendment shall control over any conflicts between
     the terms of the Lease and the terms of this First Amendment.

12.  WAIVER OF CONSEQUENTIAL DAMAGES.  As of the date hereof, neither Landlord
     nor Tenant shall be liable to the other under or in connection with the
     Lease or this First Amendment thereto, for any consequential damages and
     both Landlord and Tenant waive, to the full extent permitted by law, any
     claim for consequential damages.

13.  LANDLORD'S INTEREST.  Tenant acknowledges that Landlord shall only obtain a
     possessory interest in the Premises as of the Effective Date and until such
     time, the Landlord under the Lease is Lion Connecticut Holdings, Inc., as
     identified in the second "Whereas" clause of this First Amendment. Tenant
     agrees to look solely to Lion (or its successors or assigns) with respect
     to all matters pertaining to the Lease occurring prior to the Effective
     Date.

14.  LANDLORD'S REPRESENTATION REGARDING THE HEALTHCARE LEASE.  Landlord hereby
     represents to Tenant that as of the commencement date of the Healthcare
     Lease, the Lease, as amended or modified, shall remain in full force and
     effect upon all of its executory terms, and pursuant to the fact the Lease
     shall become a sublease, as provided in the fourth "Whereas" clause of this
     First Amendment, Aetna hereby agrees that in addition, Aetna shall not take
     any action under the Healthcare Lease designed to disturb Tenant's
     possession and occupancy of the Premises, nor to diminish or interfere with
     any of Tenant's rights and privileges under the Lease, so long as Tenant is
     not in default under any of the terms, covenants, or conditions of the
     Lease, beyond any notice or cure periods provided under the terms of the
     Lease.


                 (Remainder of page left intentionally blank.)


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     IN WITNESS WHEREOF, Landlord and Tenant have executed this First
Amendment as of the day and year first above written.


WITNESSES:                                        LANDLORD:

                                                  AETNA INC.

Christina Negron                                  By: /s/ Timothy A. Holt
----------------                                      ---------------------
John M. Maher                                          Timothy A. Holt
----------------                                  Its: Senior Vice President


                                                  TENANT:

                                                  THE TRAVELERS INDEMNITY
                                                  COMPANY
Thomas Luszczak
---------------                                   By: /s/ Andy F. Bessette
                                                      --------------------
                                                       Andy F. Bessette
                                                  Its: Vice President



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