Exhibit 10.1


 


AMENDED AND RESTATED TIME SHARING AGREEMENT


 


THIS AMENDED AND RESTATED TIME SHARING AGREEMENT is entered into as of
this 5th day of August, 2008, 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”).


 


W I T N E S S E T H:


 


WHEREAS, TRV and Lessee entered into a Amended and Restated Time Sharing
Agreement dated as of December 13, 2006 (the “2006 Agreement”) attached as
Exhibit A to a Letter Agreement dated as of December 13, 2006 (the “Letter
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 2006
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, Exhibit A to the Letter 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:


 


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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 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.


 


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(d) For purposes of this Agreement, “Personal Use” means any use
of the Aircraft by Lessee, 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 and 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 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. 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 Personal Use of Aircraft. 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:


 


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


 


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


 


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


 


(d) additional insurance obtained for the specific flight;


 


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


 


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


 


(g) in-flight food and beverages;


 


(h) passenger ground transportation;


 


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(i) flight planning and weather contract services; and


 


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


 


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.


 


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


 


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(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.


 


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(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 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).


 


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(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.


 


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.


 


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(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.


 


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.


 


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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.


 


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.


 


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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 2006
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.


 


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)


 


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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/ Alan D. Schnitzer

  
	
   

  	
  Name:

  	
  Alan D. Schnitzer

  
	
   

  	
  Title:

  	
  Vice-Chairman of The Travelers

  
	
   

  	
  Companies, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACKNOWLEDGED:

  	
  LESSEE:

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Lawrence G. Graev

  	
   

  	
  /s/ Jay S. Fishman

  
	
  Name:

  	
  Lawrence G. Graev

  	
   

  	
  Jay S. Fishman

  
	
  Title:

  	
  Chairman of The Travelers

  	
   

  	
   

  
	
  Companies, Inc. Compensation Committee

  	
   

  	
   

  
									



 


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SCHEDULE A


AIRCRAFT


 


Dassault Aviation Falcon 7X, s/n 35, United States registration N207TR

(fixed-wing)


 


Dassault Aviation Mystere Falcon 900, s/n 200, United States
registration N404ST 

(fixed-wing)


 


Dassault Aviation Falcon 2000EX, s/n 135, United States registration
N414TR 

(fixed-wing)


 


Dassault Aviation Falcon 2000, s/n 25, United States registration
N122SC (to be changed to N406ST) (fixed-wing)


 


Sikorsky S-76B, s/n 760462, N403ST
(rotary-wing)