TRAVELERS PROPERTY CASUALTY CORP
EXHIBIT 10.4
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>y65514exv10w4.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>
<PAGE>

                                                                    Exhibit 10.4


                    INVESTMENT MANAGEMENT AND ADMINISTRATIVE

                               SERVICES AGREEMENT

      Citigroup Alternative Investments LLC
      399 Park Avenue - 7th Fl.
      New York, New York  10043



      This Agreement (the "Agreement"), dated as of August 6, 2002, for the
      period April 1, 2002 to March 31, 2004, is entered into by and between
      Citigroup Alternative Investments LLC ("CAI"), a Delaware limited
      liability company and Travelers Insurance Group Holdings Inc. on behalf of
      itself and its subsidiaries ("Client"), a Delaware corporation. Client
      hereby retains CAI to perform the services set forth below under the
      following terms and conditions:

      1.    INVESTMENT MANAGEMENT

      Client hereby retains CAI to provide investment management and advisory
      services for Client including, but not limited to, the services set forth
      in Exhibit A, all of the investment related services currently provided to
      Client by affiliates of CAI and the supervision, review, recommendation,
      advice and analysis of the investments held or to be made by Client (the
      "Account"). CAI shall invest and reinvest the securities, cash and/or
      other investments held in the Account in accordance with Client's written
      investment policies, objectives and restrictions (the "Investment
      Guidelines"). Client may modify the Investment Guidelines from time to
      time in its sole discretion by informing CAI in writing of any such
      modifications, except as otherwise provided therein. CAI shall have a
      reasonable period of time after receipt of notice of modifications in
      accordance with Section 17 of this Agreement to conform the securities
      and/or other investments in the Account to the guidelines as modified.
      Notwithstanding anything to the contrary contained herein or in the
      Investment Guidelines, (i) Client shall give CAI not less than ten days'
      prior written notice of its intention to change the existing asset class
      allocation (as defined in the Investment Guidelines) and CAI shall use
      reasonable best efforts to effect such changes as soon as practicable,
      (ii) CAI shall only be obligated to effect any such change to the extent
      there is sufficient liquidity in the Account and to the extent such change
      is permitted by the applicable legal documents and by applicable law,
      (iii) as to any change in asset allocation involving illiquid asset
      classes such as private equity and real estate or where the applicable
      legal documentation or applicable law restrict the redemption, transfer or
      sale of such asset or investment, CAI will only be obligated to use
      reasonable best efforts to effect such change on a prospective basis and
      (iv) CAI shall not be deemed to be in breach of this Agreement (including
      the Investment Guidelines) or its obligations hereunder nor shall it have
      any liability hereunder if it is unable to effect such change. Subject to
      the foregoing CAI and Client will cooperate to implement such changes to
      the maximum extent practicable.

      Client agrees to inform CAI in writing of any material change in Client's
      circumstances that might affect the manner in which Client's assets should
      be invested and to provide CAI with such other information as it shall
      reasonably request.

      CAI shall carry out its obligations with reasonable care and in good faith
      and shall render the services provided for in this Agreement with a degree
      of skill and attention no less than that which CAI exercises with respect
      to comparable assets managed by it in accordance with the laws and
      regulations applicable to investments for insurance companies (as to
      assets of Client owned by an insurance company) and in accordance with its
      existing practices and procedures and consistent with the degree of skill
      and attention used by other professional investment managers, except as
      expressly provided otherwise in this Agreement. CAI shall use its
      reasonable best efforts to comply with any restrictions that Client places
      on a particular security or category of securities ("Restricted Security")
      for the Account. Where only a category of
<PAGE>
      securities is restricted, CAI will determine in its sole discretion the
      specific securities in that category to be treated as Restricted
      Securities. To the extent that CAI becomes aware of an inadvertent
      purchase of a Restricted Security, CAI will immediately dispose of the
      security and credit the Account for any loss resulting from a failure of
      CAI to use its reasonable best efforts to comply with the relevant
      restriction, unless otherwise instructed by Client.

      2.    ADMINISTRATIVE SERVICES

      CAI will provide Client with such reports at such intervals as shall be
      mutually agreed to by the Client and CAI. In addition, CAI will provide
      (or cause to be provided) the additional administrative services as set
      forth in Exhibit A attached hereto in draft form, which Exhibit shall be
      finalized within 10 days of the execution hereof. CAI will use reasonable
      best efforts to furnish all such reports and information to Client so as
      to permit it to satisfy its reporting obligations under the Intercompany
      Agreement, dated as of March 26, 2002, by and between Travelers Property
      Casualty Corp. and Citigroup Inc. (the "Intercompany Agreement") and under
      applicable laws, regulations and stock exchange rules. CAI shall carry out
      its obligations with reasonable care and in good faith and shall render
      the services provided for in this Agreement with a degree of skill and
      attention no less than that which CAI exercises with respect to comparable
      services provided by it to other institutional clients in accordance with
      its existing practices and procedures and consistent with the degree of
      skill and attention used by other professional service providers of
      similar services, except as expressly provided otherwise in this
      Agreement. To the extent that the parties determine in good faith that
      there is a necessary service, report or information that is currently
      being provided to Client by CAI that is not otherwise included on Exhibit
      A hereto, CAI shall use reasonable efforts to provide or cause such
      service to be provided to Client at no additional cost. Other than certain
      privately-placed debt and equity investments, CAI will not have custody of
      the securities, cash or other investments of the Account, which will be
      held for Client by the custodian named in Exhibit B (the "Custodian"). The
      Account will be subject to any applicable custodial or trust agreements
      from time to time entered into and/or amended by Client. Fees of the
      Custodian shall be paid by Client and are not included in the fee
      schedules set forth in Exhibit C. CAI shall not be liable for any act or
      omission of the Custodian, including, without limitation, the accuracy of
      Custodian's records with respect to the Account and Client agrees not to
      hold CAI liable for any errors, omissions or actions taken by the
      Custodian, except for actions properly executed per instructions of CAI.
      CAI will charge Client custodial fees for assets of Client currently held
      in custody by CAI or its affiliates at the incremental cost that the
      Custodian would charge Client for custody of such assets, it being
      understood, that CAI and its affiliates are under no obligation to
      continue to hold such assets in custody and Client may instruct CAI to
      deliver such assets to Client or Client's Custodian at any time.

      Client grants CAI full authorization to issue such instructions to, and
      engage in such transactions with, the Custodian as CAI reasonably
      determines to be appropriate in connection with the management of the
      Account. Client will instruct the Custodian to follow CAI's instructions
      to make and to accept payments for, and to deliver for value or receive
      securities, cash or other investments purchased, sold, redeemed,
      exchanged, pledged or loaned for the Account. Client will also instruct
      the Custodian to send Client and CAI monthly statements showing the
      securities, cash and other investments in and all transactions for the
      Account during such month.

      Client will not change or add another custodian without giving CAI at
      least 60 days' prior written notice of its intention to do so together
      with the name and other relevant information with respect to the new
      custodian. CAI and Client shall separately agree upon compensation, if
      any, to be paid to CAI for its assistance in connection with any
      transition to a new custodian.

      The Chief Financial Officer of Citigroup Investments and Chief Investment
      Officer of CAI will furnish to Client on a quarterly basis, a
      certification in connection with the Sarbanes-Oxley Act and related
      Securities and Exchange Commission ("SEC") regulations that to the best of
      their knowledge, with respect to information originating from, or related
      to, the investment portfolio of Client, the information supplied by CAI
      and contained in the periodic SEC filings of Travelers Property Casualty
      Corp. ("TPC") concerning or


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<PAGE>
      related to the investment portfolio of Client, is true, correct and
      accurate in all material respects. Upon mutual agreement, such agreement
      not to be unreasonably withheld, the Chief Financial Officer of Citigroup
      Investments and Chief Investment Officer of CAI will provide appropriate
      representations to TPC concerning the foregoing and in connection with
      TPC's SEC certification requirements consistent with past practice. This
      certification will be provided in addition to the representation letters
      that have been and will continue to be provided by CAI or Citigroup
      Investments periodically consistent with past practice.

      3.    BROKERAGE TRANSACTIONS -- AUTHORIZATION

      Unless otherwise instructed by Client, CAI, in its sole discretion, may
      effect transactions through or with affiliated brokers or dealers. In
      choosing a broker or dealer to execute a transaction, CAI and such third
      parties whom it employs to render investment services or other services
      pursuant to Section 13 hereof , shall seek to obtain the best price and
      execution considering all circumstances, it being understood that CAI and
      such third parties shall consider the full range and quality of a broker's
      or dealer's services including, among other things, the value of research
      provided, execution capability, commission rate, financial responsibility,
      responsiveness, reputation and access to the markets for securities being
      traded for the Account. Subject to obtaining best prices and execution,
      CAI and such third parties may select broker-dealers that provide research
      or other transaction-related services and may cause Client to pay such
      broker-dealers commissions for effecting transactions in excess of
      commissions other broker-dealers may have charged. Such research and other
      services may be used for other client accounts to the extent permitted by
      law.

      CAI and such third parties may, but are not required to, aggregate sales
      and purchase orders placed with respect to the Account with similar orders
      being made simultaneously for other accounts managed by CAI or such third
      parties or their affiliates, if in such person's sole judgment such
      aggregation shall result in an overall economic benefit to Client, taking
      into consideration the selling or purchase price, brokerage commission and
      other expenses. Client acknowledges that the determination of any such
      economic benefit is subjective and represents such person's evaluation at
      the time that Client will be benefited by relatively better purchase or
      sales prices, lower commission expenses and beneficial timing of
      transactions or a combination of these and other factors. When aggregate
      sales or purchase orders occur, the objective of CAI or such third parties
      (and any of their affiliates involved in such transactions) shall be to
      allocate the executions among the accounts in a manner believed by such
      person to be fair and equitable for all accounts involved.

      Client hereby grants CAI and such third parties the authority to effect
      agency cross transactions for the Account with affiliated brokers or
      dealers. An agency cross transaction is a transaction in which a person
      acts as an investment adviser in relation to a transaction in which such
      investment adviser, or any person controlling, controlled by or under
      common control with such investment adviser, acts as broker for both such
      advisory client and for another person on the other side of the
      transaction. Client acknowledges that such person's affiliates may receive
      compensation from the other party to such transactions (the amount of
      which may vary) and that due to the receipt of such compensation the
      affiliate will have a potentially conflicting division of loyalties and
      responsibilities. The consent to agency cross transactions contained
      herein can be revoked at any time by written notice to CAI in accordance
      with Section 17 hereof. Notwithstanding any other provisions hereof,
      Client shall have the right to audit execution and the cost thereof.

      Client hereby also grants CAI and such third parties the authority to the
      extent permitted by law to effect principal transactions in publicly
      traded securities or Rule 144A securities for the Account with affiliated
      brokers or dealers. Such affiliated brokers will charge Client fees for
      the brokerage services, thereby increasing overall revenues to such
      person's parent corporation. Prior to the settlement of each principal
      transaction in publicly traded securities or Rule 144A securities, CAI
      will provide written notice to Client's designee of the transaction. Such
      notice shall state that the transaction was effected on a principal basis
      at market price, in accordance with CAI's written procedures for such
      transactions, describe the terms of the transaction, state that Client may
      object to the transaction before noon of the next trading day, and
      describe a process by which Client can make such objection. Client
      acknowledges and agrees that unless Client raises an objection before noon
      of the next trading day, Client will be deemed to have consented to each
      principal transaction of which Client has been given notice, as described
      above.


                                       3
<PAGE>
      Client may direct CAI to effect transactions through a particular broker
      or a dealer, other than CAI and its affiliates ("Directed Broker"), by
      notifying CAI in writing of such direction in accordance with Section 17
      hereof. In the event that Client directs CAI to utilize a Directed Broker,
      Client acknowledges that (i) Client will be charged a commission rate that
      Client has negotiated with the Directed Broker, and that CAI will not
      negotiate commissions on Client's behalf, which may result in a disparity
      between commissions charged to the Account and the accounts of other CAI
      clients, (ii) CAI may not be in a position to monitor for best price and
      execution of Client's transactions, and (iii) Client may forego benefits
      that CAI may be able to obtain for its other clients through, for example,
      negotiating volume price discounts for block trades. In connection with
      Client's selection of a Directed Broker, Client agrees that CAI will not
      be required to effect any transaction through the Directed Broker if CAI
      reasonably believes that to do so may result in a breach of its fiduciary
      duties.

      Pursuant to the provisions of Section 11(a) of the Securities Exchange Act
      of 1934, certain transactions effected by an affiliate for certain clients
      on a national or regional securities exchange may be executed with the
      affiliate only upon receipt of Client's consent. Client specifically
      consents, in the absence of contrary instructions, to the affiliate,
      acting as a broker for the Account and in connection therewith retaining
      compensation as payable hereunder. In no event will CAI or such third
      parties or their affiliates be obligated to effect any transactions for
      Client which they believe would violate any applicable state or federal
      law, rule or regulation, or of the rules or regulations of any regulatory
      or self-regulatory body. CAI shall furnish to Client at least quarterly a
      statement setting forth the total amount of commissions and markups
      retained by its affiliates in connection with effecting transactions as a
      broker or dealer for the Account during the period covered by the
      statement.

      4.    SERVICES TO OTHER CLIENTS; NON-PUBLIC INFORMATION

      It is understood that CAI and its affiliates perform, among other things,
      investment banking, lending, research, brokerage and investment advisory
      services for persons other than Client. Client recognizes that CAI or its
      affiliates may provide investment management services to other clients,
      regardless of whether the investment policies of such clients are similar
      to, or differ from, those that CAI hereby undertakes to perform on behalf
      of Client. In addition, CAI or its affiliates may give advice and take
      action in the performance of their duties to clients that may differ from
      advice given, or the timing and nature of action taken, with respect to
      the Account. Nothing in this Agreement shall be deemed to impose upon CAI
      any obligation to purchase or sell or recommend for purchase or sale for
      the Account any security or other property that CAI or its affiliates may
      purchase or sell, or recommend for purchase or sale, for its own account
      or the account of any other client. CAI or its affiliates may receive fees
      for services rendered to the issuer of any securities. Where there is a
      limited supply of a security, CAI will use its reasonable best efforts to
      allocate or rotate investment opportunities among all applicable accounts
      and clients in an equitable manner.

      By reason of investment banking, investment, lending and other activities,
      CAI or its affiliates may from time to time acquire privileged and/or
      confidential information about corporations or other entities and their
      securities. Client recognizes that CAI or its affiliates will not be free
      to divulge such information to Client or to act upon it.

      5.    CLIENT AUTHORITY

      The signatory on behalf of such Client represents that the execution of
      this Agreement has been duly authorized by appropriate corporate action.
      Client undertakes to advise CAI of any event that might affect the
      authority or validity of this Agreement. Client warrants that (i) it has
      been duly incorporated and is validly existing under the laws of the State
      of Delaware, (ii) it has full power and authority to execute, deliver and
      perform this Agreement and its obligations thereunder, (iii) this
      Agreement has been duly authorized, executed and delivered and constitutes
      a legal, valid and binding obligation of Client, enforceable against it in
      accordance


                                       4
<PAGE>
      with its terms except that enforceability thereof may be subject to
      bankruptcy, insolvency, reorganization or other similar laws relating to
      creditors' rights and general principles of equity, and (iv) to the
      knowledge of Client, any securities delivered are free of any
      encumbrances, claims or restrictions, including constructive liens.

      6.    FEES

      In consideration of the performance of the obligations of CAI hereunder,
      Client shall pay CAI the fees set forth on EXHIBIT C in immediately
      available funds. The fee for any period less than a calendar month shall
      be reduced pro rata based on the number of days during such month that CAI
      managed the Account.

      In computing the fair market value of any security or other investment in
      the Account, a security or other instrument traded on a market providing
      contemporaneous actual transaction prices shall be valued, as of the
      valuation date, at the closing price on the market on which the security
      principally trades, provided that the security or instrument was actually
      traded on such date, trading was not suspended in that security on that
      date and the closing price was within the bid/ask range or within the
      bid/ask of at least three market makers (or such lesser number if there
      are fewer than three market makers). Any other security or investment in
      the Account shall be valued in a manner determined in good faith by CAI
      (or any person to whom it has delegated such responsibility) to reflect
      fair market value in accordance with generally accepted valuation
      principles. Any such valuation should not be considered a guarantee of any
      kind whatsoever with respect to the value of the assets in the Account. In
      the event of any dispute between Client and CAI as to valuation or
      calculation of fees hereunder, Client or CAI may request a valuation by an
      independent investment banker or appraiser selected by mutual agreement of
      Client and CAI for purposes of calculating the fees and valuation no more
      frequently than once per calendar year. The fees and expenses of such
      banker or appraiser shall be borne equally by Client and CAI and the
      determination of such banker or appraiser shall be binding upon Client and
      CAI for purposes of this Agreement.

      7.    RECORDS; CONFIDENTIALITY

      CAI shall maintain complete and accurate accounts and records relating to
      all services performed hereunder and such additional information as Client
      may reasonably request for purposes of its internal bookkeeping and
      accounting operations, and such accounts, records and information shall be
      accessible for audit, inspection and copying by a representative of Client
      (including professional advisers and regulators) during normal business
      hours and upon reasonable advance notice to CAI. In addition, all books,
      records and files established and maintained by CAI by reason of
      performance of this Agreement which, absent this Agreement, would have
      been held by Client, shall be deemed the property of Client and shall be
      delivered to Client upon the termination hereof. CAI shall, and shall
      cause its affiliates to, keep confidential any and all information
      obtained in connection with the services rendered hereunder and shall not,
      and shall cause its affiliates not to, disclose any such information to
      any person except (i) with the prior written consent of Client, (ii) as
      required by law, regulation, court order or the rules or regulation of any
      self-regulating organization, body or official having jurisdiction over
      CAI or any of its affiliates, as applicable, provided that CAI shall first
      give prompt notice to Client of such a requirement so that Client may seek
      a protective order or other appropriate remedy (at its sole expense),
      (iii) to its professional advisers who have a need to know such
      information in their capacity as an adviser and who have agreed to keep
      such information confidential, (iv) such information as shall have been
      publicly disclosed other than in violation of this Agreement, (v) such
      information as was or is obtained by CAI on a non-confidential basis,
      provided that CAI does not know or have reason to know of any breach by
      such source of any confidentiality obligations with respect thereto, (vi)
      such information relating to an asset or investment, to participants or
      other investors in the respective asset or investment, and (vii) such
      information relating to an asset or investment, to potential purchasers
      who have expressed an interest in buying such asset or investment and have
      executed a confidentiality agreement. Subject to the foregoing exceptions,
      Client and its affiliates shall treat all proprietary recommendations and
      advice furnished to Client by CAI and/or any person as confidential;
      provided, however, that nothing herein shall prevent Client from
      disclosing Client's investment holdings, asset allocation and general
      investment strategy. Except as expressly provided herein, and subject to
      Client's audit rights hereunder, Client shall not be entitled to any cost
      information of CAI


                                       5
<PAGE>
      in rendering its services hereunder, other than information relating to
      costs that are passed through and borne by Client under this Agreement

      8.    DISCRETIONARY TRADING AUTHORIZATION

      Client hereby appoints CAI from and after the date hereof as Client's
      agent and attorney-in-fact with power and discretionary trading
      authorization, pursuant to and subject to this Agreement and the
      Investment Guidelines to (i) buy and sell securities and other instruments
      and investments for the Account and at Client's risk through or with
      brokers or dealers, including its affiliates, (ii) enter into and execute
      any agreements, documents or instruments, and (iii) open (and take any
      action in respect of) any bank account or trading account, in each case,
      as CAI in its sole discretion deems appropriate, subject to the provisions
      of this Agreement and applicable law.

      9.    TAX STATUS/WITHHOLDING TAX

      Client shall provide CAI with information as to its U.S., Canada and
      United Kingdom tax status as reasonably requested by CAI from time to
      time. Client may be required from time to time to file such proof of
      taxpayer status or residence, to execute such certificates and to make
      such representations and warranties, or to provide any other information
      or documents, as CAI may deem necessary or proper to fulfill its
      obligations under applicable law. Client shall provide CAI, in a timely
      manner, with copies of originals if necessary and appropriate, of any such
      proofs of residence, taxpayer status, beneficial ownership and any other
      information or documents which CAI may reasonably request and that Client
      is legally able to deliver.

      If any tax or other governmental charge or assessment shall become payable
      with respect to any payment due to Client ("Taxes"), such Taxes shall be
      withheld from such payment, if necessary, in accordance with applicable
      law. CAI shall give notice to Client in connection with any new bank or
      brokerage account of Client of any withholding obligations and shall allow
      Client a reasonable period of time to provide any information or documents
      that will permit such payment to Client to be made without such
      withholding. To the extent withholding is required, CAI may withhold any
      interest, any dividends or other distributions or securities or property
      receivable in respect of the Account's assets, proceeds from the sale or
      distribution of the Account's assets ("Payments"), or may sell for the
      Account any part thereof or all of the Account's assets, and may apply
      such Payment in satisfaction of such Taxes, Client remaining liable for
      any deficiency. If any Taxes shall become payable with respect to any
      payment made to Client by CAI in a prior year for which CAI or any
      affiliate may be liable, CAI may withhold payments in satisfaction of such
      prior year's Taxes. Client will indemnify and hold harmless CAI, any of
      such third parties to whom it has delegated any responsibilities
      hereunder, their affiliates and each of their respective directors,
      partners, officers, members, employees, agents and advisers against any
      Taxes, penalties, additions to tax, and interest, and costs and expense
      related thereto, arising out of claims against CAI or any such third party
      by any governmental authority or third party for failure to withhold Taxes
      to the extent that such failure to withhold Taxes is as a result of
      instructions from Client or the action or inaction of Client.

      10.   GOVERNING LAW

      Client agrees that this Agreement and all of the terms herein shall be
      governed and construed in accordance with the laws of the State of New
      York without giving effect to principles of conflict of laws.

      11    CONTRACT TERMINATION

      This Agreement shall have a term commencing as of April 1, 2002 and ending
      on March 31, 2004. Either CAI or Client may terminate this Agreement as of
      the last day of any calendar month upon not less than three months' prior
      written notice to the other party hereunder. In no event may either party
      terminate this Agreement pursuant to the preceding sentence effective
      prior to March 31, 2003. Notwithstanding the foregoing, this Agreement may
      be terminated by Client upon 60 days' prior written notice in the event
      CAI


                                       6
<PAGE>
      ceases to be a majority-owned subsidiary of Citigroup Inc. Any termination
      will not affect the liabilities or obligations of the parties under this
      Agreement arising from transactions initiated prior to such termination.
      Without limiting the foregoing, no amendment, supplement or termination of
      this Agreement shall prevent the fulfillment by CAI or any third party to
      whom it has delegated any of its responsibilities hereunder of any binding
      commitment made by it in respect of the Account's assets before the
      effective date of such amendment, supplement or termination. Upon
      termination of this Agreement, CAI shall be under no obligation to render
      investment advice with regard to the securities or other investments held
      in the Account. Following termination of this Agreement for any reason,
      CAI shall continue to provide such information and reports related to the
      Account as may be reasonably necessary for Client to meet its financial
      and regulatory reporting obligations under applicable law for investment
      activity in respect of the Account for periods prior to termination of
      such Agreement and shall transfer to Client all investment records
      maintained by CAI or its affiliates related to the Account. CAI and Client
      shall cooperate in the transition of administrative and investment
      services from CAI to the new service provider(s). Client and CAI shall use
      reasonable best efforts to effect the transition of any administrative
      services prior to the termination of this Agreement. However, to the
      extent that any such services have not been transitioned to a new service
      provider(s) prior to such termination, CAI will continue to provide such
      administrative services at fair market value and for such time period as
      mutually agreed. Such post termination services will only be provided
      until the service has transitioned and both parties agree to transition
      such services as promptly as practicable. As part of the transition,
      software will be transferred and/or licensed consistent with the terms of
      the Intercompany Agreement and consistent with the terms of third party
      agreements.

      12.   PROXIES AND OTHER LEGAL NOTICES

      Except to the extent otherwise instructed in writing by Client, in the
      ordinary course of business CAI shall be responsible for voting proxies
      solicited by, or with respect to, the issuers of any securities,
      investments or instruments held in the Account. Without limiting the
      foregoing, except to the extent otherwise instructed in writing by Client,
      including as specifically set forth in the Investment Guidelines, CAI
      shall be empowered and authorized to take any action with respect to
      Client's exercise of any rights in the ordinary course (including voting
      rights, tender rights and rights arising in connection with the bankruptcy
      and insolvency of an issuer or borrower, or the consensual or non-judicial
      restructuring of the debt or equity of an issuer or borrower) or remedies
      in connection with any securities, assets, investments or instruments held
      in the Account. In all other cases, CAI shall obtain the prior approval of
      Client before exercising Client's rights on Client's behalf.

      13.   LIMITATION ON LIABILITY; DELEGATION

      In providing services hereunder, CAI may employ third parties, including
      its affiliates, to render investment advice and to provide other services;
      provided, however, that CAI shall not be relieved of any of its duties
      hereunder as a result of the employment of such third parties. CAI and
      such third parties to whom it has delegated any of its responsibilities
      hereunder assume no responsibility or liability under this Agreement other
      than to render the services specified herein, except to the extent
      provided below. None of CAI or any of such third parties or their
      respective affiliates and any of their respective directors, partners,
      members, officers, shareholders, employees, agent and advisers shall have
      any liability to Client or its affiliates for any error of judgment,
      mistake, or for any loss, claim, damages, judgment, assessment, cost or
      other liability arising out of any investment or the Account, or for any
      other act or omission in the performance of its obligations to Client, or
      for any act of Client in following or declining to follow any direction of
      CAI or any of such third parties, except for liability to which CAI or
      such third party would be subject by reason of willful misfeasance, fraud,
      bad faith, negligence or reckless disregard of its duties and obligations
      hereunder, violation of applicable law or breach of this Agreement. The
      federal securities laws impose liabilities under certain circumstances on
      persons who act in good faith, and therefore, nothing contained herein
      shall in any way constitute a waiver or limitation of any rights which
      Client may have under applicable securities laws. Neither CAI nor any of
      such third parties or their respective affiliates shall be liable for any
      consequential damages hereunder.


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      Client shall indemnify CAI and such third parties and their affiliates and
      each of their respective directors, partners, members, officers,
      shareholders, employees, agents and advisers against any claims which may
      be made against such persons by third parties and any damages, claims,
      losses, costs or expenses (including all legal and other expenses
      reasonably incurred by such persons) or other liabilities which such
      persons may incur as a result of, or in connection with any act or
      omission related to the performance by or on behalf of CAI and/or such
      third party of its obligations and services under this Agreement, except
      to the extent that the same is directly attributable to the negligence,
      willful misfeasance, fraud or bad faith of such persons or the reckless
      disregard of such persons' duties hereunder, or violation of applicable
      law or breach of this Agreement.

      14.   CLIENT DIRECTIONS

      The names of each individual who is authorized to give directions to CAI
      on Client's behalf under this Agreement are set forth on EXHIBIT D. Client
      agrees to inform CAI in writing of any change to that list in accordance
      with Section 17 hereof.

      15.   NO PARTNERSHIP OR JOINT VENTURE

      Client and CAI are not partners or joint venturers with each other and
      nothing herein shall be construed to make them such partners or joint
      venturers or impose any liability as such on any of them. CAI's relation
      to Client shall be deemed to be that of an independent contractor.

      16.   SUCCESSORS AND ASSIGNS

      This Agreement shall inure to the benefit of and be binding upon the
      successors to the parties hereto. No assignment (as that term is used in
      the Investment Advisers Act of 1940 and the rules thereunder) of this
      Agreement, in whole or in part, may be made by CAI without the consent of
      Client, it being understood that CAI may transfer its rights and
      obligations under this Agreement to any Citigroup wholly-owned subsidiary,
      affiliate or successor by merger or consolidation or otherwise if such
      transaction does not constitute an "assignment" for purposes of the
      Investment Advisers Act of 1940 and the rules thereunder. No assignment of
      this Agreement, in whole or in part, may be made by Client without the
      prior written consent of CAI. Any purported assignment of this Agreement
      in violation of this Section 16 shall be null and void.

      17.   NOTICES

      Any notice under this Agreement shall be in writing and sent by facsimile,
      hand delivery, overnight or express delivery or certified mail, postage
      prepaid, return receipt requested to the other party as such other party
      may designate for the receipt of such notice. Until further written notice
      by Client to the other parties hereto, it is agreed that the address of
      Client for this purpose shall be:

            Travelers Insurance Group Holdings Inc.
            One Tower Square
            Hartford, CT 06183
            Attention: Chief Financial Officer
      With a copy to the General Counsel
      CAI's address for this purpose shall be:

            Citigroup Alternative Investments Inc.
            399 Park Avenue-7th Floor

            Attention: Ahmed Fahour, Chief Executive Officer
                       David A. Tyson, Chief Investment Officer


                                       8
<PAGE>
      With a copy to the General Counsel

      To the extent any notice or other instruction under this Agreement is not
      delivered in compliance with this Section, it shall be null and void for
      purposes of this Agreement unless such notice was actually received by the
      intended recipient.

      18.   MISCELLANEOUS

            a. Not less than 48 hours prior to the date hereof, CAI shall
      deliver to Client a copy of CAI's Form ADV, Part II and upon receipt
      Client shall acknowledge the same in writing to CAI.

            b. This Agreement (including the exhibits thereto) represents the
      entire agreement among the parties with respect to the services described
      herein. Except as otherwise provided herein, this Agreement may not be
      modified or amended except by a writing signed by the parties hereto. This
      Agreement supersedes all previous agreements and understandings between
      the parties hereto with respect to the subject matter hereof.

            c. CAI represents and warrants that this Agreement has been duly
      authorized, executed and delivered and is a valid and binding obligation
      of CAI. CAI also represents that it is registered as an investment adviser
      under the Investment Advisers Act of 1940. CAI makes no representation or
      warranty as to the success of the investment strategies or securities or
      other investments recommended by CAI to Client. Poor investment
      performance shall not be deemed negligence.

            d. The provisions of this Agreement shall be deemed to be severable.
      Paragraph headings are for convenience of reference only and do not form a
      part of this Agreement. If any provision of this Agreement is found to
      violate any statute, regulation, rule, order or decree of any governmental
      authority, court, agency or exchange, such invalidity shall not be deemed
      to affect any other provision hereof or the validity of the remainder of
      this Agreement, and such invalid provision shall be deemed deleted
      herefrom to the minimum extent necessary to cure such violation. To the
      extent that any such provision is so held to be invalid, illegal or
      unenforceable, Client and CAI shall in good faith use their reasonable
      best efforts to find and effect an alternative means to achieve the same
      or substantially the same result as that contemplated by such provision.

            e. CAI and Client each reserve the right to refuse to renew this
      Agreement in its sole discretion and for any reason.

            f. This Agreement may be executed in any number of counterparts, all
      of which together shall constitute a single instrument.

            g. Any dispute relating to this Agreement shall resolved in the
      manner provided for in the Intercompany Agreement.

      Dated: August 6, 2002

                                    TRAVELERS INSURANCE GROUP HOLDINGS INC.

                                    By:  /s/ Robert I. Lipp
                                        ---------------------------------------
                                           Robert I. Lipp

                                    Title: Chief Executive Officer

      ACCEPTED BY

      CITIGROUP ALTERNATIVE INVESTMENTS LLC
      By: /s/ Ahmed Fahour
         ----------------------------------
             Ahmed Fahour

      Title: Chief Executive Officer

      Date of Acceptance: August 6, 2002


                                       9

</TEXT>
</DOCUMENT>
