Exhibit 10.1


 


AMENDED AND RESTATED TIME SHARING AGREEMENT


 


THIS
AMENDED AND RESTATED TIME SHARING AGREEMENT is entered into as of this 3rd day
of August, 2010, by and between THE TRAVELERS COMPANIES, INC., a Minnesota
corporation with a place of business at 385 Washington Street, St. Paul,
Minnesota 55102 (“TRV”), and JAY S. FISHMAN, with a business address at 485
Lexington Avenue, New York, New York 10017 (“Lessee”).


 


WITNESSETH:


 


WHEREAS,
TRV and Lessee entered into a Amended and Restated Time Sharing Agreement dated
as of August 5, 2008 (the “2008 Agreement”), pursuant to which TRV agreed to
make the aircraft described on Schedule 1 thereto, as amended from time to
time, available to Lessee on a non-exclusive “time sharing” basis as defined in
Section 91.501(c)(1) of the Federal Aviation Regulations (“FAR’s”) upon the
terms and subject to the conditions set forth therein; and


 


WHEREAS,
TRV and Lessee have agreed to amend and restate the 2008 Agreement as forth in
its entirety below; and


 


WHEREAS,
TRV and Lessee hereby acknowledge and agree that this Amended and Restated Time
Sharing Agreement, as amended from time to time, replaces in its entirety, the
2008 Agreement; and


 


WHEREAS,
one or more affiliates of TRV are the owners of the fixed-wing and rotary-wing
aircraft set forth on Schedule A hereto, as amended from time to time
(collectively, the “Aircraft”); and


 


WHEREAS,
TRV has the right to use each of the Aircraft; and


 


WHEREAS,
TRV and/or one or more of its affiliates employs a fully-qualified and credentialed
flight crew to operate the Aircraft; and


 


WHEREAS,
TRV has agreed to lease the Aircraft, with flight crew, to Lessee on a
non-exclusive “time sharing” basis as defined in Section 91.501(c)(1) of the
FAR’s for his Personal Use (as defined below), upon the terms and subject to
the conditions set forth herein;


 


NOW,
THEREFORE, in consideration of the foregoing premises, and the covenants and
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, TRV and Lessee,
intending to be legally bound, hereby agree as follows:


 


1.             Lease of Aircraft.


 


(a)   TRV agrees to lease the
Aircraft to Lessee pursuant to the provisions of Section 91.501(b)(6), Section
91.501(c)(1) and Section 91.501(d) of the FAR’s and this Agreement for all
Personal Use flights by Lessee during the Term (as defined in Section 


 


C-1

















 


2)
of this Agreement, and to provide, at TRV’s sole cost and expense, a fully-qualified
and credentialed flight crew for all flights to be conducted hereunder.  The parties acknowledge and agree that this
Agreement did not result in any way from any direct or indirect advertising,
holding out or soliciting on the part of TRV or any person purportedly acting
on behalf of TRV.  TRV and Lessee intend
that the lease of the Aircraft effected by this Agreement shall be treated as a
“wet lease” pursuant to which TRV provides transportation services to Lessee in
accordance with Section 91.501(b)(6), Section 91.501(c)(1) and Section
91.501(d) of the FAR’s.  TRV shall cause
its subsidiaries and affiliates to comply with and perform TRV’s obligations
under this Agreement to the extent applicable and any such performance by such
subsidiaries and affiliates shall be treated as performance by STP hereunder.


 


(b)   Notwithstanding the
foregoing, no rotary-wing Aircraft shall be made available to Lessee under this
Agreement unless each of the requirements set forth in this Section 1(b) has
been satisfied: TRV shall be, and at all times thereafter during the Term shall
continue to be, a member in good standing of the National Business Aviation
Association eligible to take advantage of the Small Aircraft Exemption from FAR
Section 91.501(a) available to NBAA members. 
In order to satisfy the requirements of the Small Aircraft Exemption,
TRV shall (i) provide to its Flight Standards District Office the written
notice of operations to be conducted under this Agreement with a rotary-wing
Aircraft required under such Exemption, a copy of this Agreement, and a copy of
the inspection program used to conform the rotary-wing Aircraft with the
requirements of FAR Section 91.409(f); and (ii) make all required logbook
entries showing the provision of FAR Section 91.501 pursuant to which the
rotary-wing Aircraft is being operated hereunder. TRV will carry a copy of this
Agreement and a copy of the NBAA Small Aircraft Exemption in each rotary-wing
Aircraft at all times that such rotary-wing Aircraft is being operated hereunder.


 


(c)   If TRV sells or otherwise
disposes of any of the Aircraft, Schedule A shall be modified to delete any
reference to such Aircraft, and this Agreement shall be terminated as to such
Aircraft but shall remain in full force and effect with respect to each of the
other Aircraft.  No such termination
shall affect any of the rights or obligations of the parties accrued or
incurred hereunder prior to such termination. 
If TRV purchases, leases or otherwise acquires any Aircraft not listed
in Schedule A hereto, Schedule A shall be modified to include such Aircraft,
and thereafter this Agreement shall remain in full force and effect with
respect to such Aircraft and each of the other Aircraft.


 


(d)   For purposes of this
Agreement, “Personal Use” means any use of the Aircraft whether domestic or
international, other than for the business purposes (which business purposes
include any business-related travel which would for Federal income tax purposes
be deemed commuting by Lessee) of TRV, its subsidiaries or affiliates.  “Personal Use” shall include all Flight Hours
(as defined below) for live legs operated for Lessee hereunder and all Flight
Hours for dead-head legs operated by TRV in order to position the Aircraft to
Lessee’s point of initial departure and/or to re-position the Aircraft from
Lessee’s destination to the Aircraft’s home base.  For purposes of this Agreement, the term “Flight
Hours” means the actual flight time, determined in hours and 


 


C-2

















 


tenths
of an hour, from the moment of Aircraft lift-off at the departure airport until
the moment of Aircraft touchdown at the arrival airport, and excludes taxi
time.


 


2.             Term.  This amendment and restatement shall be
deemed effective as of January 1, 2010 and thereby apply to use of Aircraft
from such date.  Subject to the
foregoing, the term of this Agreement (the “Term”) shall commence on the date
first set forth above and, unless terminated in accordance with the provisions
hereof, shall continue for an initial term of one year and thereafter shall
automatically renew for successive one-year terms.  Notwithstanding anything herein to the
contrary, this Agreement shall terminate on the date of expiration or
termination of the letter agreement dated April 1, 2004 between TRV and Lessee
relating to Lessee’s employment, as amended or restated from time to time.  No termination of this Agreement shall affect
any of the rights or obligations of the parties accrued or incurred hereunder
prior to such termination.


 


3.             Payment for Use of Aircraft.


 


(a)  From and after August 6, 2008, as payment for
his Personal Use of the Aircraft pursuant to this Agreement as provided in
Section 2, Lessee shall pay TRV the maximum amount legally payable for each
such flight under FAR Section 91.501(d), as in effect from time to time.  As of the date of this Agreement, the maximum
amount legally payable for each flight conducted under this Agreement consists
of the following actual expenses of such flight:


 


(1)   fuel, oil, lubricants and other
additives;


 


(2)   travel expenses of crew,
including food, lodging and ground transportation;


 


(3)   hangar and tie-down costs
away from the Aircraft’s base of operation (currently Bradley International
Airport, Windsor Locks, Connecticut);


 


(4)   additional insurance
obtained for the specific flight;


 


(5)   landing fees, airport taxes
and similar assessments;


 


(6)   customs, foreign permit and
similar fees directly related to the flight;


 


(7)   in-flight food and
beverages;


 


(8)   passenger ground
transportation;


 


(9)   flight planning and weather
contract services; and


 


(10) an additional charge equal
to 100% of the expenses listed in Section 3(a).


 


C-3

















 


Notwithstanding
the foregoing, Lessee shall not be required to pay TRV, for any Personal Use of
the Aircraft, an amount more than the incremental costs to the Corporation in
connection with such Personal Use as such incremental costs are determined for
purposes of Item 402 of Regulation S-K under the Securities Exchange Act of
1934, as amended; provided that, commencing August 6, 2008, Lessee shall not be
obligated to pay TRV any amount for subsequent incremental costs to the
Corporation in connection with such Personal Use up to a sum equal to the
amount in excess of the incremental cost to the Corporation that Lessee shall
have paid to the Corporation for Personal Use of the Aircraft prior to August
6, 2008.


 


(b) Notwithstanding anything
in this Agreement to the contrary, in the event that TRV determines that any
use of the Aircraft by, or with the permission of, Lessee is for the business
purposes of TRV, its subsidiaries or affiliates, and therefore not a Personal
Use (as defined herein), such use may be governed by this Time Sharing
Agreement.  In such a case, all of the terms and conditions of this Time
Sharing Agreement shall be applicable to such use.  To the extent
applicable to a flight and notwithstanding Section 3(a), the amount payable for
such flight pursuant to this Section 3(b) shall be equal to the amount payable
by Lessee for a Personal Use flight; provided, that the Compensation Committee
of TRV may approve a different amount.


 


4.             Operational Control of
Aircraft.  TRV and
Lessee intend and agree that on all flights conducted under this Agreement, TRV
shall have complete and exclusive operational control over the Aircraft, its
flight crews and maintenance, and complete and exclusive possession, command
and control of the Aircraft.  TRV shall
have complete and exclusive responsibility for scheduling, dispatching and
flight following of the Aircraft on all flights conducted under this Agreement,
which responsibility includes the sole and exclusive right over initiating,
conducting and terminating such flights. 
Nothing in this Agreement is intended or shall be construed so as to
convey to Lessee any operational control over, or possession, command and
control of, the Aircraft, all of which are expressly retained by TRV.


 


5.             Scheduling.


 


(a)   Lessee will provide the
designated authorized representative(s) of TRV with requests for flight time
and proposed flight schedules as far in advance of any given flight under this
Agreement as possible in accordance with policies established from time to time
by TRV.  Requests for flight time shall
be in such form (whether oral or written) mutually convenient to, and agreed
upon by, the parties.  In addition to
proposed schedules and flight times, Lessee shall upon request provide TRV with
the following information for each proposed flight prior to scheduled
departure: (i) departure point; (ii) destination; (iii) date and time of
flight; (iv) the number and names of anticipated passengers; (v) the nature and
extent of luggage to be carried; (vi) the date and time of a return flight, if
any; and (vii) any other pertinent information concerning the proposed flight
that TRV or the flight crew may request.


 


(b)   Subject to Aircraft and crew
availability, TRV shall use its good faith efforts, consistent with TRV’s
approved policies, in order to accommodate the needs of Lessee, 


 


C-4

















 


to
avoid conflicts in scheduling, and to enable Lessee to enjoy the benefits of
this Agreement.


 


(c)   Although every good faith
effort shall be made to avoid its occurrence, any flight scheduled under this
Agreement is subject to cancellation by either party without incurring
liability to the other party.  In the
event that cancellation is necessary, the canceling party shall provide the
maximum notice practicable.


 


(d)   TRV shall not be liable to
Lessee or any other person for loss, injury or damage occasioned by the delay
or failure to furnish the Aircraft and flight crew pursuant to this Agreement
for any reason.


 


6.             Billing.  TRV shall pay all expenses relating to the
operation of the Aircraft under this Agreement on a monthly basis.  As soon as possible after the end of each
calendar month during the Term, TRV shall provide to Lessee an invoice showing
all use of the Aircraft by Lessee under this Agreement during that month and a
complete accounting detailing all amounts payable by Lessee pursuant to Section
3 for that month, including such detail supporting all expenses paid or
incurred by TRV for which reimbursement is sought as Lessee may reasonably
request.  Promptly after execution of
this Agreement, Lessee agrees to maintain with TRV an appropriate agreed-upon
advance deposit, to be applied by TRV against any amounts owed by Lessee under
Section 3 and any Federal excise due on such amounts, and to replenish such
deposit at mutually-agreed times in mutually-agreed amounts (with any balance
to be returned to Lessee upon termination of this Agreement).


 


7.             Maintenance of Aircraft.  TRV shall be solely responsible for securing
maintenance, preventive maintenance and inspections of the Aircraft (utilizing
an inspection program listed in FAR Section 91.409(f)), and shall take such
requirements into account in scheduling the Aircraft hereunder.  TRV shall not delay or postpone any
maintenance, preventive maintenance or inspections of the Aircraft unless such
maintenance or inspection can be deferred in compliance with applicable laws,
regulations and TRV’s maintenance program, and will not, in the discretion of
TRV and the pilot-in-command, adversely affect safety.  TRV shall not be liable to Lessee or any
other person for loss, injury or damage occasioned by the delay or failure to
furnish the Aircraft and flight crew pursuant to this Agreement for any reason,
whether or not maintenance-related.


 


8.             Flight Crew.


 


(a)   TRV shall employ or engage
and pay all salaries, benefits and and/or compensation for a fully-qualified
flight crew with appropriate credentials to conduct each flight undertaken
under this Agreement.  All flight
crewmembers shall be included on any insurance policies that TRV is required to
maintain hereunder.


 


(b)   The qualified flight crew
provided by TRV shall exercise all of its duties and responsibilities with
regard to the safety of each flight conducted hereunder in accordance with
applicable FAR’s.  Final authority to
initiate or terminate each flight, and otherwise 


 


C-5

















 


to
decide all matters relating to the safety of any given flight or requested
flight, shall rest with the pilot-in-command of that flight.  The flight crew may, in its sole discretion,
terminate any flight, refuse to commence any flight or take any other action
(including, without limitation, determining the route to be flown and the place
of landing) which, in the sole judgment of the pilot-in-command, is
necessitated by considerations of safety. 
No such termination or refusal to commence by the pilot-in-command shall
create or support any liability for loss, injury, damage or delay in favor of
Lessee or any other person.


 


9.             Insurance.


 


(a)   At all times during the term
of this Agreement, TRV shall maintain at its sole cost and expense (i)
comprehensive aircraft and liability insurance against bodily injury and
property damage claims, including, without limitation, contractual liability,
premises damage, personal property liability, personal injury liability, death
and property damage liability, public and passenger legal liability coverage,
in an amount not less than $200,000,000 for each single occurrence, and (ii)
hull insurance for the full replacement cost of the Aircraft.


 


(b)   Any policies of aircraft and
liability insurance carried in accordance with this Section 9 and any policies
taken out in substitution or replacement of any such policies shall (i) name
Lessee as an additional insured; (ii) provide that in respect of the interests
of Lessee in such policies, the insurance shall not be invalidated by any
action or inaction of TRV regardless of any breach or violation of any
warranties, declarations or conditions contained in such policies by or binding
upon TRV; (iii) include a waiver of the insurer’s rights of subrogation against
Lessee and a cross-liability clause which provides that except for the limits
of liability, such insurance shall operate to give Lessee the same protection
as if a separate policy had been issued to him; (iv) include contractual
liability coverage covering TRV’s indemnity obligations hereunder; and (v)
permit the use of the Aircraft by TRV for compensation or hire to the extent
necessary to perform its obligations under this Agreement.  Each such policy shall be primary insurance,
not subject to any co-insurance clause and shall be without right of
contribution from any other insurance.


 


(c)   TRV shall use reasonable
commercial efforts to provide such additional insurance coverage for specific
flights under this Agreement, if any, as Lessee may request in writing.  Lessee also acknowledges that any trips
scheduled to the European Union may require TRV to purchase additional
insurance to comply with local regulations. 
The cost of all additional flight-specific insurance shall be borne by
Lessee as set forth in Section 3(d).


 


(d)   Each party agrees that it
will not do any act or voluntarily suffer or permit any act to be done whereby
any insurance required hereunder shall or may be suspended, impaired or defeated.


 


(e)   At Lessee’s request, TRV
shall deliver certificates of insurance to Lessee with respect to the insurance
required or permitted to be provided by it hereunder.


 


C-6

















 


10.           Taxes.  Lessee shall be responsible for paying, and
TRV shall be responsible for collecting from Lessee and paying over to the
appropriate authorities, all applicable Federal excise taxes and all sales, use
and other excise taxes imposed by any governmental authority in connection with
any use of the Aircraft by Lessee hereunder. 
Each party shall indemnify the other party against any and all claims,
liabilities, costs and expenses (including attorney’s fees as and when
incurred) arising out of its breach of this undertaking.


 


11.           Lessee’s Representations and
Warranties.  Lessee
represents and warrants that:


 


(a)   Lessee will use the Aircraft
only for his own account, including carriage of his guests, and not for the
purposes of providing transportation of passengers or cargo in air commerce for
compensation or hire or for common carriage.


 


(b)   Lessee will refrain from
incurring any mechanic’s or other liens in connection with the Aircraft, and
shall not convey, mortgage, assign, lease or in any way alienate the Aircraft
or create any kind of lien or security interest involving the Aircraft or do
anything or take any action that might mature into such a lien, and shall
ensure that no liens or encumbrances of any kind whatsoever are created or
placed against the Aircraft for claims against Lessee or by Lessee.


 


(c)   Lessee will abide by and
conform to all laws, governmental and airport orders, rules and regulations as
in effect from time to time, imposed upon the lessee of an aircraft under a
time sharing agreement, and all applicable company policies of TRV.


 


12.           TRV’s Representations and
Warranties.  TRV
represents and warrants that:


 


(a)   It shall conduct all
operations under this Agreement in compliance with (i) all applicable
requirements of all governmental authorities having jurisdiction, including,
but not limited to, the Federal Aviation Administration and the governmental
authorities of each foreign jurisdiction in or over which the Aircraft may be
operated hereunder; (ii) the terms, conditions and limitations of, and in the
geographical areas allowed by, the insurance policies required hereunder; and
(iii) the operating instructions of the Aircraft’s flight manual and the
manufacturers’ operating and maintenance instructions.


 


(b)   Each of the Aircraft
furnished to Lessee hereunder will be in airworthy condition and in full
compliance with all applicable rules of the Federal Aviation Administration.


 


(c)   TRV shall not do any act or
voluntarily suffer or permit any act to be done whereby any insurance required
hereunder shall or may be suspended, impaired or defeated.  In no event shall TRV suffer or permit the
Aircraft to be used or operated during the Term without such insurance being
fully in effect or in any geographical area not covered by the policies then in
effect.


 


C-7

















 


13.           Disclaimer of Warranties.  EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, TRV HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
WITH RESPECT TO ANY OF THE AIRCRAFT, INCLUDING ANY WITH RESPECT TO THEIR
DESIGN, CONDITION, QUALITY OF MATERIALS AND WORKMANSHIP, MERCHANTABILITY,
FITNESS FOR ANY PARTICULAR PURPOSE, AIRWORTHINESS OR SAFETY.  IN NO EVENT SHALL TRV BE LIABLE TO THE LESSEE
OR TO ANY OTHER PERSON FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL
DAMAGES, HOWEVER ARISING, WHETHER TRV KNEW OR SHOULD HAVE KNOWN OF THE
POSSIBILITY OF SUCH DAMAGE, LOSS OR EXPENSE.


 


14.           Indemnities.


 


(a)   TRV hereby covenants and
agrees that it shall be fully liable to, and shall promptly upon demand defend,
indemnify and hold harmless Lessee and his agents, guests, invitees, licensees
and employees from and against any and all liabilities, claims, demands, suits,
causes of action, losses, penalties, fines, expenses or damages, including
legal fees, arising out of or in connection with (i) TRV’s use, operation or
maintenance of the Aircraft, (ii) TRV’s performance of or failure to perform
any service or obligation which is the subject matter of this Time Sharing
Agreement, or (iii) any other breach by TRV of any of the representations,
warranties, covenants or agreements set forth in this Time Sharing Agreement.


 


(b)   Lessee hereby covenants and
agrees that he shall be fully liable to, and shall promptly upon demand defend,
indemnify and hold harmless TRV and its subsidiaries and affiliates and their
respective agents and employees from and against any and all liabilities,
claims, demands, suits, causes of action, losses, penalties, fines, expenses or
damages, including legal fees, arising out of or in connection with any breach
by Lessee of any of the representations, warranties, covenants or agreements
set forth in this Time Sharing Agreement.


 


15.           Limitation on Liability.  Notwithstanding anything in this Agreement to
the contrary, Lessee shall not have any liability to TRV arising out of this
Agreement for any liabilities, claims, demands, suits, causes of action,
losses, penalties, fines, expenses, damages or costs other than amounts payable
by Lessee pursuant to Section 3, Section 9(c), Section 10 and Section 14(b).  In no event shall Lessee be liable for any
indirect, special, incidental, punitive or consequential damages.


 


16.           Relationship of Parties.  TRV is strictly an independent contractor
provider of transportation services with respect to Lessee.  Nothing in this Agreement is intended, nor
shall it be construed so as, to constitute the parties as partners or joint
venturers or principal and agent.  All
persons furnished by TRV for the performance of the operations and activities
contemplated by this Agreement shall at all times and for all purposes be
considered TRV’s employees or agents and TRV shall be solely responsible for
their performance.


 


C-8

















 


17.           Governing Law; Severability.  This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Minnesota, without
regard to its choice of law rules.  If
any provision of this Agreement conflicts with any such law of the State of
Minnesota, or is otherwise unenforceable, such provision shall be deemed null
and void only the extent of such conflict or unenforceability, and shall be
deemed separate from, and shall not invalidate, any other provision of this
Agreement.


 


18.           Amendment.  This Agreement may not be amended,
supplemented, modified or terminated, or any of its terms varied, except by an
agreement in writing signed by each of the parties hereto.


 


19.           Counterparts.  This Agreement may be executed in
counterparts, each of which shall, for all purposes, be deemed an original and
all such counterparts, taken together, shall constitute one and the same
agreement, even though all parties may not have executed the same
counterpart.  Each party may transmit its
signature by facsimile, and such faxed signature shall have the same force and
effect as an original signature.


 


20.           Successors and Assigns.  This Time Sharing Agreement shall be binding
upon the parties hereto, and their respective heirs, executors, administrators,
other legal representatives, successors and assigns, and shall inure to the
benefit of the parties hereto, and, except as otherwise provided herein, to
their respective heirs, executors, administrators, other legal representatives,
successors and permitted assigns.  Lessee
agrees that he shall not sublease, assign, transfer, pledge or hypothecate this
Agreement or any part hereof (including any assignment or transfer by operation
of law) without the prior written consent of TRV, which may be given or
withheld by TRV in its sole and absolute discretion.


 


21.           Notices.  All notices or other communications delivered
or given under this Agreement shall be in writing and shall be deemed to have
been duly given and received on the business day on which hand-delivered, or
one business day after the business day on which sent by nationally-utilized
overnight delivery service on a priority basis. 
Such notices shall be addressed to the parties at the addresses set
forth above, or to such other address as may be designated by any party in a
writing delivered to the other in the manner set forth in this Section 21.  Notices sent by postal service shall not be
effective.  For purposes of this
Agreement, a “business day” is any day, other than a Saturday or Sunday, on
which commercial banks in St. Paul, Minnesota are authorized or required to
open for business.  In the event that TRV
and Lessee so agree, routine communications may be made by e-mail or fax.


 


22.           Entire Agreement.  This Agreement (including the exhibits
hereto) sets forth the entire agreement between the parties with respect to the
subject matter hereof and supersedes any and all other agreements,
understandings, communications, representations or negotiations, whether oral
or written, relating thereto, including, without limitation, the 2008
Agreement.  There are no third-party
beneficiaries of this Agreement, and no other agreements, representations or
warranties, either oral or written, express or implied, relating to the subject
matter of this Agreement that are not expressly set forth in this Agreement.


 


C-9

















 


23.           Truth-in-Leasing Compliance.  TRV, on behalf of Lessee, shall (i) mail a
copy of this Agreement to the Aircraft Registration Branch, Technical Section,
of the FAA in Oklahoma City within 24 hours of its execution; (ii) notify the
appropriate Flight Standards District Office at least 48 hours prior to the
first flight by TRV under this Agreement of the registration number of the
Aircraft, and the location of the airport of departure and departure time of
the first flight; and (iii) carry a copy of this Agreement onboard the Aircraft
at all times when the Aircraft is being operated under this Agreement.


 


24.           TRUTH IN LEASING STATEMENT
UNDER FAR SECTION 91.23:


 


(A)  TRV HEREBY CERTIFIES THAT
EACH OF THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91 DURING
THE 12-MONTH PERIOD PRECEDING THE DATE OF EXECUTION OF THIS AGREEMENT.  EACH OF THE AIRCRAFT WILL BE MAINTAINED AND
INSPECTED IN COMPLIANCE WITH THE MAINTENANCE AND INSPECTION REQUIREMENTS OF FAR
PART 91 FOR ALL OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT.


 


(B)   TRV, 385 WASHINGTON STREET,
ST. PAUL, MINNESOTA 55102, HEREBY CERTIFIES THAT IT IS RESPONSIBLE FOR
OPERATIONAL CONTROL OF EACH OF THE AIRCRAFT FOR ALL OPERATIONS OF SUCH AIRCRAFT
UNDER THIS AGREEMENT.


 


(C)   EACH PARTY HEREBY CERTIFIES
THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL
AVIATION REGULATIONS.


 


(D)  THE PARTIES UNDERSTAND THAT
AN EXPLANATION OF THE FACTORS BEARING ON OPERATIONAL CONTROL AND THE PERTINENT
FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT
STANDARDS DISTRICT OFFICE.


 


(signature page follows)


 


C-10

















 


IN
WITNESS WHEREOF, TRV and Lessee have executed this Amended and Restated Time Sharing
Agreement effective as of the date first above written.


 


	
   

  	
  THE TRAVELERS COMPANIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Matthew S. Furman

  
	
   

  	
  Name:

  	
  Matthew
  S. Furman

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LESSEE:

  
	
   

  	
   

  
	
   

  	
  /s/
  Jay S. Fishman

  
	
   

  	
  Jay
  S. Fishman

  



 


C-11