TRAVELERS PROPERTY CASUALTY CORP
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>y65514exv10w3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
<PAGE>

                                                                    Exhibit 10.3


                          TRANSITION SERVICES AGREEMENT

      This Transition Services Agreement, is made effective as of August 19,
      2002 (the "Effective Date"), by and between Travelers Property Casualty
      Corp. (formerly named Travelers Insurance Group Inc.), a Connecticut
      corporation ("TPC"), and Citigroup Inc., a Delaware corporation
      ("Citigroup").

      Reference is made to the Intercompany Agreement, dated as of March 26,
      2002, entered into by TPC, Citigroup and The Travelers Insurance Company
      ("TIC"), a Connecticut corporation (the "Intercompany Agreement").
      Capitalized terms used in this Agreement and not otherwise defined herein
      shall have the meanings ascribed to such terms in the Intercompany
      Agreement.

      Pursuant to the Intercompany Agreement, the parties hereto agreed to
      provide certain transition services to each other in contemplation of the
      IPO, the Reorganization and the Distribution.

      NOW, THEREFORE, and for good and valuable consideration, the receipt and
      adequacy of which is acknowledged, the parties hereto, intending to be
      legally bound, hereby agree as follows:

1.    Transition Services.

      1.1. Services. During the term of this Agreement, subject to the terms and
      conditions set forth herein, Citigroup and other members of the Citigroup
      Affiliated Group will provide TPC and its Subsidiaries such transition
      services, support, facilities and other resources of the type described in
      Sections A through E of Exhibit A and Sections H through M of Exhibit B
      attached hereto and TPC will provide Citigroup, TIC and any other member
      of the Citigroup Affiliated Group, such transition services, support,
      facilities and other resources of the type described in Sections F through
      K of Exhibit A and Sections A through G of Exhibit B attached hereto. Each
      such transition service, support, facility or other resource described in
      Exhibit A and Exhibit B attached hereto is referred to herein as a
      "Service" and together are referred to herein as the "Services". Each such
      Service shall include all components necessary for its provision and any
      additional service that has been historically performed in connection with
      the provision of such Service. The party providing the Service is referred
      to herein as the "providing party" and the party receiving the Service is
      referred to herein as the "receiving party".

      Prior to December 31, 2002, any additional services currently provided by
      Citigroup to TPC and its Subsidiaries or by TPC to Citigroup, TIC, or any
      member of the Citigroup Affiliated Group, as the case may be, may be
      included as Services pursuant to this Agreement, as reasonably requested
      by the receiving party and agreed to by the providing party, provided that
      such agreement to provide such additional services shall not be
      unreasonably withheld by the providing party. Such additional services
      shall be provided at a cost to be determined by the parties in good faith
      based on cost allocation methodologies consistent with the unit costs
      provided for in this Agreement.
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      1.2 Change in Provision of Services. In the event the providing party
      implements changes in the method of providing Services to its operating
      units or subsidiaries, with the prior written consent of the receiving
      party, which consent shall not be unreasonably withheld, the providing
      party may make such changes in the method of providing Services hereunder;
      provided, that such change in providing Services (i) does not materially
      disrupt or interfere with the orderly provision and/or receipt of
      Services, (ii) does not free the providing party from its obligations
      hereunder, (iii) results in the provision of Services hereunder that are
      equivalent in terms of scope and quality as the comparable services,
      support, facilities and other resources provided to such other operating
      units or subsidiaries of the providing party, as applicable and (iv) does
      not result in the provision of Services at service, security and/or
      quality levels, as applicable, below those historically provided by the
      providing party to the receiving party in accordance with its past
      practices prior to the date of the IPO. The providing party shall provide
      reasonable notice to the receiving party of any change, including, without
      limitation, increased costs imposed by a third party, subsequent to the
      Trigger Date which is reasonably likely to affect either party's
      obligations under this Agreement. Any incremental fees or other additional
      cost(s) imposed by a third party for the providing party's provision of a
      Service to a receiving party will be allocated to the receiving party.

      1.3 Transition Plan. The parties hereto, with reasonable support and
      assistance from each other, will oversee the preparation of a transition
      plan (the "Transition Plan") reflecting the method and timing for the
      eventual termination of each of the Services. TPC and Citigroup shall use
      their reasonable efforts to assist and cooperate with one another in
      implementing the transfer of facilities, equipment and functions as set
      forth in the Intercompany Agreement, the Real Estate Intercompany
      Agreement, the Applicable Restructuring Documents and the Transition Plan.
      Each party, at its own expense, shall in good faith, make available to the
      other, in a manner which does not materially interrupt the ongoing
      operations of its business, the personnel reasonably needed to facilitate
      such orderly transfer, including, without limitation, for general
      consultation related thereto. Subject to the consent of the receiving
      party (which consent shall not be unreasonably withheld) and if, at the
      time the receiving party makes the request for the performance of a task
      in connection with the transfer of a function, the scope, timing and
      complexity of which was not previously contemplated by the parties to this
      Agreement (the "Task"), the providing party (i) lacks the technical
      capabilities for the performance of the Task and/or (ii) does not have
      personnel available for the performance of the Task without compromising
      its ability to conduct its business in the ordinary course, the providing
      party may utilize a third party for the performance of the Task in
      accordance with the terms of this Agreement; provided, that any
      incremental fees or other costs imposed by such third party for the
      performance of the Task shall be solely incurred and paid by the receiving
      party.

      1.4 Fee; Payment. The receiving party shall pay to the providing party the
      fee indicated opposite each Service or Business as set forth in Exhibit C
      and Exhibit D attached hereto (the "Fees"). To the extent that the
      providing party provides Services to the receiving party pursuant to this
      Agreement, an invoice shall be sent to the receiving party's contact
      person described in the second column of Exhibit C and Exhibit D attached
      hereto for the applicable amounts of such Fees. The invoice shall be sent
      on a monthly basis, in the format historically used by the providing
      party, or in a format mutually agreed upon by the parties hereto, and will
      include, as applicable, the amount of sales tax due. The receiving party
      shall pay each invoice in cash within sixty (60) days


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      after such invoice has been duly given. The parties hereto agree to comply
      with all applicable sales and use tax requirements.

      TPC further agrees to e-mail a copy of each invoice sent to a member of
      the Citigroup Affiliated Group to Citigroup Global Intercompany Chargeout
      System within five (5) Business Days after the end of each month, in Excel
      spreadsheet format. Additionally, TPC shall e-mail to Citigroup's Global
      Intercompany Chargeout System a consolidated invoice which sets forth each
      of the invoices sent to each member of the Citigroup Affiliated Group for
      such month within five (5) Business Days after the end of each month.

      1.5 Audit of Transition Services. Quarterly, or more frequently as may be
      reasonably determined by the parties, upon reasonable notice and during
      normal business hours, the providing party shall permit the receiving
      party or its authorized representatives to examine and make copies and
      abstracts from the books and records of the providing party pertaining
      directly to the Services or any additional service provided by the other
      party pursuant to the Intercompany Agreement or otherwise for the purpose
      of auditing the performance of, and the charges of, the providing party
      under the terms of this Agreement. TPC and Citigroup shall use their
      reasonable best efforts to assist and cooperate with one another in
      conducting the audit of the performance of, and the charges of, the
      Services or any other service provided by the other party pursuant to the
      Intercompany Agreement or otherwise, including, without limitation, as
      required by regulators. Such an audit of any support required shall be at
      the auditing party's expense.

      1.6 Service Location/Outsourcing. The providing party will deliver the
      Services to the receiving party from the sites used to deliver the
      Services to the parties hereto as of the date of the IPO. The providing
      party may, upon notice to the receiving party, subcontract and/or
      outsource its service obligations hereunder, and may elect to move to or
      add any other service delivery sites it deems necessary, provided that
      such outsourcing or change of service location (i) does not materially
      disrupt or interfere with the orderly provision of Services; (ii) does not
      free the providing party from its obligations hereunder; (iii) does not
      result in the provision of Services at service, security and/or quality
      levels, as applicable, below those historically provided by the providing
      party to the receiving party in accordance with its past practices prior
      to the date of the IPO; and (iv) does not result in additional charges to
      the receiving party does for such Services; and further provided that such
      subcontractor or outsourcer agrees to comply fully with Sections 5.3 and
      5.9 hereof.

      1.7 Cloned Software. The providing party shall cooperate with the
      receiving party as reasonably necessary to accomplish the copying of
      software that is to be cloned and licensed to the receiving party under
      the terms of the Intercompany Agreement. This will include the provision
      of source code and included elements for custom exits as used within the
      mainframe operating system or various custom exits for mainframe products
      that are included in the operating environment that are to be used and
      licensed to the receiving party. For a period of six (6) months after the
      receiving party has either moved the cloned software from the providing
      party's facilities or has altered or modified the source code, the
      providing party shall also provide the receiving party general consulting
      services by telephone (the "Software Support Services") concerning such
      cloned software and software exits, as they exist prior to the movement
      out of the providing party's facility or the alteration or modification by
      the receiving party or its agent. Upon


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      notification from the receiving party of its need for Software Support
      Services, the providing party shall make a good faith effort to make
      available, during the providing party's normal business hours, experienced
      software development personnel familiar with the software for which
      Software Support Services have been requested.

      1.8 Changes in Policy. The providing party may alter or amend its
      policies, procedures and practices applicable to its own operating units
      or subsidiaries, including, without limitation, change control policies,
      security policies and privacy policies, and the provision of Services so
      long as the providing party provides the receiving party reasonable
      written notice of such alteration or amendment and grants the receiving
      party a reasonable period of time to comply with such instituted
      alteration or amendment to its policies, procedures and practices.

2.    Standard of Performance; Liability for Services.

      2.1 Standard of Care. Unless otherwise agreed, the providing party will
      use commercially reasonable efforts, skill and judgment in supplying all
      of the Services in good faith to the receiving party in a manner
      consistent with recent historical practice of the providing party and the
      receiving party and as if the providing party were performing such
      Services for itself.

      2.2 Duty to Cooperate. The receiving party shall, in connection with
      receiving Services, follow the policies, procedures and practices in
      effect of the providing party (as provided to the receiving party in
      writing and except as expressly provided herein), including, without
      limitation, providing information and documentation sufficient for the
      providing party to perform the Services as they were performed before the
      date hereof and complying with all of the providing party's security, use,
      access and management policies, practices and procedures, if any, relevant
      to the Service(s). The receiving party shall make available, as reasonably
      requested by the providing party, sufficient resources and timely
      decisions, approvals and acceptances in order that the providing party may
      accomplish its obligations hereunder in a timely manner. Failure of the
      receiving party to so act shall relieve the providing party of its
      obligations to provide Services hereunder to the extent that (i) the
      providing party has provided written notice to the receiving party of such
      failure (with sufficient detail to allow the receiving party to understand
      the nature of such failure) and (ii) the receiving party has failed to
      implement a procedure to cure such failure within twenty (20) Business
      Days and cured such failure within thirty (30) Business Days of receipt by
      the receiving party of such notice.

      2.3 Obligation to Cure. Except as provided for in Section 5 herein, the
      providing party's sole responsibility to the receiving party hereunder for
      errors or omissions, caused by the providing party in providing Services
      hereunder shall be to cure any such errors and omissions as promptly as
      practicable as if such Services were being provided to itself or an
      Affiliate, at no additional cost or expense to the receiving party;
      provided, that the receiving party shall use commercially reasonable
      efforts to detect any such errors or omissions and promptly advise the
      providing party of any such error or omission of which it becomes aware.

3.    Representations and Warranties.

      3.1 Authority. Each party to this agreement represents and warrants to the
      other party that (a) such party has all necessary right, power and
      authority to enter into this Agreement and to perform the acts required
      hereunder, (b) the entry into this


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      Agreement by such party, and the performance by such party of its
      obligations and duties hereunder, do not and will not violate any
      agreement of such party or by which such party is bound or any law or any
      rule or regulation of any governmental authority and (c) this Agreement
      has been duly authorized and executed by such party and constitutes a
      valid and legally binding obligation of such party, enforceable against it
      in accordance with its terms.

      3.2 Due Organization. Each party to this agreement represents and warrants
      to the other party that such party is a corporation duly incorporated,
      validly existing under the laws of its jurisdiction of organization, and
      has the requisite power and authority to own, lease and operate its
      properties and to conduct its business as now conducted by it.

      3.3 No Government Approvals, Notices or Third Party Consents Required. No
      consent, approval, license, permit, order or authorization of, or
      registration, declaration or filing with, any governmental authority is
      required to be obtained or made by or with respect to the parties in
      connection with the execution and delivery of this Agreement or the
      consummation of the transactions contemplated hereby; provided, however,
      if any consent, approval, license, permit, order or authorization, or
      registration, declaration or filing shall be required to be obtained, the
      parties hereto agree to make a good faith effort to obtain such consent,
      approval, license, permit, order or authorization, or registration,
      declaration or filing.

4.    Term and Termination.

      4.1 Term of Service. Unless specifically agreed otherwise, the term for
      the provision of each Service will be for a period of one year, subject to
      an extension for an additional one-year term upon sixty (60) days advance
      notice from the receiving party; provided, however, that (i) the provision
      of data processing services and related support and (ii) services related
      to the Accident Department of TIC operated for the benefit of TPC, will be
      for a period of two years plus the additional one-year term described
      above and the services provided by the human resources and payroll
      services organization of Citigroup (currently in Hartford, CT) provided to
      TPC will only be for a period of two years plus the remaining portion of
      the calendar year in which such two-year expiration occurs (for the
      avoidance of doubt, TPC does not have any right of renewal for such human
      resources and payroll operation following the period specified in clause
      (ii) of this Section 4.1). Notwithstanding the foregoing, the receiving
      party may discontinue (or reduce the amount of) any of the Services (and
      the related payment obligations) by providing the providing party with a
      Service Termination Notice (as defined below) timely delivered to the
      providing party in accordance with Section 4.2, identifying the specific
      Service to be terminated; provided, if Citigroup and TPC mutually agree
      that such terminated Service is indispensable for the provision of another
      Service, neither Citigroup nor TPC may terminate such Service unless the
      dependent Service is also terminated.

      4.2 Termination of Services. In addition to termination as provided in
      Section 4.3 below, the receiving party may, at its option and in its sole
      discretion, terminate or reduce the amount of any Service by delivering
      written notice to the providing party (a "Service Termination Notice") at
      least sixty (60) days, or such shorter period of time agreed upon by the
      parties, (the "Termination Notice Period") before the effective date of
      termination


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      of such Service specified in such Service Termination Notice; provided, if
      Citigroup and TPC mutually agree that such terminated Service is
      indispensable for the provision of a dependent Service, the receiving
      party may not terminate such Service unless the dependent Service is also
      terminated. Before and after such effective date of termination, the
      parties shall collaborate in good faith and at each party's own expense
      except as otherwise set forth in the Exhibits to this Agreement, to enable
      the receiving party to withdraw from such services. The parties hereto
      acknowledge the receiving party's right to discontinue all or any portion
      of the Services hereunder and agree that the receiving party shall have no
      liability for terminating the Services in accordance with this paragraph;
      provided, that the receiving party shall reimburse the providing party for
      the remaining balance of unavoidable or non-cancelable third party
      charges, if any, that the providing party has incurred in good faith, in
      accordance with the Exhibits hereto or otherwise with prior notice to and
      approval from the receiving party, in order to make the services available
      to the receiving party as required herein. The termination of any Service
      shall not affect the parties' obligations with respect to other Services
      hereunder except as provided herein. Each party shall bear its own
      expenses as a result of the termination of any Service unless otherwise
      provided for under this Agreement.

      4.3 Events of Default. Except as provided for in Section 2.2, if either
      party fails to perform in any material respect any Service, or any portion
      or aspect thereof, contemplated hereby, and the failure is not corrected
      within five (5) Business Days after the other party gives written notice
      of default thereof pursuant to this Section 4.3, then the non-defaulting
      party shall have the right to obtain such Service from a third party for
      the duration of the default period. During such default period, the
      non-defaulting party shall be relieved of making any payments for the
      Services it should have received from the defaulting party and the
      defaulting party shall reimburse the non-defaulting party for the actual
      costs associated with obtaining such Services from a third party at the
      service levels set forth in the Exhibits hereto. At any time following
      such event of default, the non-defaulting party may at its option
      terminate such Service without prejudice to any other rights and remedies
      it may have under this Agreement. Additionally, if either party fails to
      make any payment required by this Agreement relating to any Service to be
      performed under this Agreement within twenty (20) Business Days after
      receiving written notice from the non-defaulting party that such payment
      is past due, then the non-defaulting party may cease providing such
      Service until the defaulting party has paid all outstanding invoices
      relating to such Service. If Citigroup and TPC mutually agree that any
      Service terminated pursuant to this Section 4.3 is indispensable for the
      provision of another Service, then such dependent Service shall also be
      terminated.


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<PAGE>
5.    Miscellaneous

      5.1 Agreement to Indemnify. Subject to Section 5.5 below, Citigroup hereby
      agrees to indemnify and hold harmless TPC and its Subsidiaries, each of
      the foregoing's respective directors, officers, employees and agents and
      each of the foregoing's respective heirs, executors, successors and
      permitted assigns (collectively, the "TPC Indemnified Parties") from and
      against any and all actual losses, fines, assessments and expenses
      (including reasonable attorney's fees) that any TPC Indemnified Party may
      suffer, incur or be subjected to by reason of any legal action,
      proceeding, arbitration or claim by a third party, whether commenced or
      threatened (a "Claim") arising out of or as a result of a breach of this
      Agreement.

      Subject to Section 5.5 below, TPC hereby agrees to indemnify and hold
      harmless any member of the Citigroup Affiliated Group, each of the
      foregoing's respective directors, officers, employees and agents and each
      of the foregoing's respective heirs, executors, successors and assigns
      (collectively, the "Citigroup Indemnified Parties") from and against any
      and all actual losses, fines, assessments and expenses (including
      reasonable attorney's fees) that any Citigroup Indemnified Party may
      suffer, incur or be subjected to by reason of any Claims arising out of or
      as a result of a breach of this Agreement.

      5.2 Indemnification Procedures. The parties agree to comply with the
      procedures set forth in Article VIII of the Intercompany Agreement with
      respect to any Claim by a third party as to which indemnification is
      sought under Section 5.1 and Article X of the Intercompany Agreement with
      respect to the resolution of any dispute between the parties.

      5.3 Compliance With Laws. (a) Each party hereto agrees that it shall
      comply with all applicable federal, state and local laws, ordinances,
      regulations and codes in performing its obligations hereunder, including
      the procurement of licenses, permits, certificates and any other
      requirements with regard to the Services to be provided hereunder. Each
      party agrees that if it learns in the ordinary course of its business of
      the existence of any new law, ordinance, regulation or code applicable to
      the provision of Services hereunder such party shall use good faith
      efforts to inform the other party of such law, ordinance, regulation or
      code. If, at any time during the term of this Agreement, a party is
      informed or information comes to its attention that it is or may be in
      violation of any law, ordinance, regulation or code applicable to the
      provision of Services hereunder (or if it is so decreed or adjudged by any
      court, tribunal or other authority having competent jurisdiction), that
      party shall immediately take all appropriate steps to remedy such
      violation and comply with such law, regulation, ordinance or code in all
      respects. Further, each party shall establish and maintain all proper
      records (particularly, but without limitation, accounting records)
      required by any law, code of practice or corporate policy applicable to it
      from time to time regarding the Services provided hereunder. Further, each
      party shall provide information and such other assistance as may be
      reasonably necessary in connection with the supervision or any examination
      by any regulatory authority having jurisdiction with regard to the
      Services provided hereunder.

            (b) Without limiting the generality of the foregoing, the providing
      party hereby warrants and represents that its personnel and its agents'
      and subcontractors' personnel have and will maintain the necessary
      licenses and permits to provide the Services


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      required hereunder pursuant to all applicable laws, ordinances,
      regulations or codes. The providing party agrees to indemnify, defend and
      hold harmless the receiving party and its Affiliates from any costs
      (including reasonable attorneys' fees and court costs), penalties or other
      losses caused by, or related to, any violation or breach of this provision
      by the providing party, or any of its employees, agents or subcontractors.

      5.4 Force Majeure. Neither party shall be liable for loss, damage or
      expense arising out of a failure to perform or a delay in performing any
      of its obligations under this Agreement resulting from causes beyond its
      control, including, but not limited to, acts of God, fire, flood,
      explosion, accidents, war, terrorist acts, civil disorder, work stoppages
      (including strikes or lockouts) resulting from the actions of the other
      party, mechanical breakdowns, shortages of labor or regulations of any
      civil or military authority. In the event such a curtailment by either
      party continues in whole or in part, then the receiving party may arrange
      for temporary provision of the Services until the providing party can
      resume provision of the Services.

      5.5 Limitation on Liability. Under no circumstances shall either party be
      liable for any punitive or consequential damages hereunder, including
      without limitation loss of profits, revenue, goodwill, cost of capital,
      diminution in value or loss of business reputation or opportunity.

      5.6 Independent Contractor. This Agreement shall not constitute or give
      rise to a partnership or joint venture between the parties. All activities
      by the providing party hereunder shall be carried out by or on behalf of
      the providing party as an independent contractor and not as an agent for
      the receiving party.

      5.7 Entire Agreement; Conflicting Documents. The agreement of the parties,
      which is comprised of this Agreement and the Schedules and Exhibits
      hereto, together with the Intercompany Agreement and other documents
      referred to therein, sets forth the entire agreement and understanding
      between the parties (with respect to the subject matter hereof and
      thereof) and supersedes any prior agreement or understanding, written or
      oral with respect to matters set forth herein and therein. For the
      avoidance of doubt, the parties hereto agree that this Agreement shall be
      consistent with Section 9.14 of the Intercompany Agreement with respect to
      the provision of transition services. To the extent that any documents
      issued in connection with the provision of the Services contain terms or
      conditions that are in conflict with, or derogate from this Agreement, the
      terms of this Agreement shall control.

      5.8 Notices. All notices and other communications provided for hereunder
      shall be dated and in writing and shall be deemed to have been given (a)
      when delivered, if delivered personally, sent by confirmed facsimile or
      sent by registered or certified mail, return receipt requested, postage
      prepaid, (b) on the next business day if sent by overnight courier and (c)
      when received if delivered otherwise. Such notices shall be delivered to
      the address set forth below, or to such other address, as a party shall
      have furnished to the other party in accordance with this Section:

            (i)   If to TPC, to:

                  Travelers Property Casualty Corp.
                  One Tower Square


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                  Hartford, CT 06813
                  Attention:  Office of General Counsel
                  Phone: (860) 277-0111
                  Fax: (860) 277-8123

            (ii)  If to Citigroup or any other member of the Citigroup
                  Affiliated Group, to:

                  Citigroup Inc.
                  399 Park Avenue
                  New York, NY 10022
                  Attention:  Office of General Counsel
                  Phone: (212) 793-2558

                  Fax: (212) 793-3430
                       (212) 793-3031

                  With a copy to:

                  Citigroup Inc.
                  399 Park Avenue
                  New York, NY 10022
                  Attention:  Controller
                  Phone: (212) 559-4514
                  Fax: (212) 793-4508

                  and

                  Citigroup Inc.
                  399 Park Avenue
                  New York, NY 10022
                  Attention:  Program Management Office
                  Phone: (212) 559-4077
                  Fax: (212) 793-3038

                  and

                  The Travelers Insurance Company
                  One Tower Square
                  Hartford, CT 06813
                  Attention:  General Counsel
                  Phone: (860) 954-7114
                  Fax: (860) 954-5476


      5.9 Proprietary and Confidential Information. Each party agrees that any
      confidential or proprietary information (including, without limitation,
      customer, financial and employee information) of the other party made
      available as a result of the Services provided pursuant to this Agreement,
      except to the extent necessary to fulfill such party's obligations
      hereunder, shall be kept strictly confidential, and unless otherwise
      required by law, rule or regulation, neither party will disclose such
      information in any manner whatsoever until such information otherwise
      becomes generally available to the public.


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      No consent or waiver may be given to this provision except with the
      consent of the party whose confidential or proprietary information may be
      disclosed or otherwise affected as a result of such waiver or consent. The
      parties hereto agree that (i) all information regarding the Services,
      including, but not limited to, information regarding transferred
      employees, price, costs, methods of operation, trade secrets, data and
      software, shall be maintained in confidence, (ii) they will limit the
      access of their respective employees to any such information, and in the
      case of the providing party, with respect to information relating to
      employees and customers of the receiving party, to its employees who need
      to be able to access such information in connection with the provision of
      Services hereunder and (iii) they will take reasonable steps to prevent
      any inappropriate access to shared information or shared databases which
      contain information regarding the employees of either party. The parties
      agree to comply with each other's privacy policies (copies of which they
      shall provide to each other) and all applicable laws and regulations, and
      not to make any disclosure of any employee or customer information that is
      contrary to such privacy policies, laws, or regulations; provided, that
      the parties inform one another of such applicable privacy policies, laws
      or regulations. The parties hereto acknowledge that they are aware that
      the United States and other applicable securities laws prohibit any person
      who has material non-public information about a company from purchasing or
      selling securities of such company or from communicating such information
      to any other person under circumstances in which it is reasonably
      foreseeable that such person is likely to purchase or sell such
      securities.

      5.10 Amendment to the Exhibits. The parties hereto agree that, upon the
      provision of reasonable written notice and upon mutual agreement, the
      providing party may supplement or amend either Exhibit A or Exhibit B
      attached hereto, as the case may be, to ensure that the provision of
      Services is consistent with the providing party's support procedures in
      effect at the time of such amendment. The parties hereto further agree
      that, pursuant to the terms of this Agreement and upon the provision of
      reasonable written notice, the receiving party's Transition Services
      Manager identified in Exhibit A and Exhibit B attached hereto, shall be
      permitted to amend such exhibit to be consistent with its termination,
      extension or waiver of any Service described in the first column of such
      exhibit.

      5.11 Assignment; Binding Effect; Severability. Neither this Agreement nor
      any rights or obligations hereunder may be assigned or, except as provided
      for in Section 1.6, delegated by either party (directly, indirectly, by
      merger, consolidation, operation of law, or otherwise); provided, that
      either party may delegate the performance of any of the Services hereunder
      to any of its subsidiaries or affiliates. The provisions of this Agreement
      are severable, and in the event that any one or more provisions are deemed
      illegal or unenforceable the remaining provisions shall remain in full
      force and effect unless the deletion of such provision shall cause this
      Agreement to become materially adverse to any party, in which event the
      parties shall use reasonable efforts to arrive at an accommodation which
      best preserves for the parties the benefits and obligations of the
      offending provision.

      5.12 GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN, AND IN
      ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN
      ACCORDANCE WITH THE INTERNAL LAWS OF, THE STATE OF NEW YORK.


                                       10
<PAGE>
      5.13 Execution in Counterparts. This Agreement may be executed in
      counterparts with the same effect as if the signatures thereto were upon
      one instrument and shall be effective when such counterparts have been
      signed by each party and delivered to the other party.

      5.14 No Third Party Beneficiaries. Except to the extent provided in
      Section 5.1 above with respect to TPC Indemnified Parties and Citigroup
      Indemnified Parties, nothing in this Agreement, express or implied, is
      intended to or shall (i) confer on any person other than the parties
      hereto and their respective successors or permitted assigns any rights
      (including third party beneficiary rights), remedies, obligations or
      liabilities under or by reason of this Agreement, or (ii) constitute the
      parties hereto as partners or as participants in a joint venture. Except
      to the extent provided in Section 5.1 above with respect to TPC
      Indemnified Parties and Citigroup Indemnified Parties, this Agreement
      shall not provide third parties with any remedy, claim, liability,
      reimbursement, cause of action or other right in excess of those existing
      without reference to the terms of this Agreement.

      5.15 Headings. The headings preceding the text of the sections and
      subsections hereof are inserted solely for convenience of reference, and
      shall not constitute a part of this Agreement, nor shall they affect its
      meaning, construction or effect.

      5.16 Amendment and Waiver. The parties may by mutual agreement amend this
      Agreement in any respect, and any party, as to such party, may (a) extend
      the time for the performance of any of the obligations of any other party,
      (b) waive any inaccuracies in representations by any other party, (c)
      waive compliance by any other party with any of the agreements contained
      herein and performance of any obligations by such other party, and (d)
      waive the fulfillment of any condition that is precedent to the
      performance by such party of any of its obligations under this Agreement.
      To be effective, any such amendment or waiver must be in writing and be
      signed by the party against whom enforcement of the same is sought.

      5.17 Additional Documents. Each party shall promptly execute and deliver
      or cause to be executed and delivered such additional documents as are
      reasonably required by the other party for the purposes of implementing
      this Agreement.


                                       11
<PAGE>
                                                                    Exhibit 10.3


      IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the day and year first above written.

                                    CITIGROUP INC.


                                    /s/ William P. Hannon
                                    -------------------------------------------
                                    Name: William P. Hannon
                                    Title: Controller

                                    TRAVELERS PROPERTY CASUALTY CORP.


                                    /s/ Diana E. Beecher
                                    -------------------------------------------
                                    Name: Diana E. Beecher
                                    Title: Chief Information Officers

</TEXT>
</DOCUMENT>
