INSURANCE BONUS AGREEMENT

     1. Purchase Of Policy. The Owner agrees that it shall apply to The Travelers Insurance Company (together, the “Insurer”) for a policy of insurance having the terms set forth in the attached Schedule (the “Policy”). The Insured agrees to provide any and all information requested by the Insurer in order for the Insurer to underwrite the Policy, including but not limited to a medical examination and completion of forms as requested by the Insurer.

     2. Policy Ownership. The Owner shall be the sole owner of the Policy and shall have all incidents of ownership in and to the Policy.

     3. Insurance Bonus. In addition to any and all compensation paid by the Company to the Insured for the Insured’s services, the Company shall cause an annual insurance bonus to be paid to the Insured (or after the Insured’s death, to his or her surviving spouse) in the amount of Seventeen Thousand, Seven Hundred Eighty-Three Dollars and thirty-Three Cents ($17,783.33) (the “Insurance Bonus”). While this Agreement is in force, the Insurance Bonus will be paid during December each year, beginning 2003. The parties agree that the Insurance Bonus is compensation for services and that the Company may withhold any taxes that are required to be withheld under any law, rule or regulation.

     4. Premium Payments. The Owner agrees to pay the annual premium on the Policy (the “Annual Premium”) when due. As a convenience to the Insured and the Owner, the Insured directs the Company (a) to pay the Insurance Bonus directly to the Insurer on behalf of the Owner against the Annual Premium and (b) to the extent the Annual Premium exceeds the amount of the Insurance Bonus after all applicable withholding, to pay the excess out of the amount of any other compensation then owed to the Insured. The Company shall notify the Insured of any amounts it has paid under this Section 4, and the Owner shall pay any remainder of the Annual Premium when due. For the avoidance of doubt, this Agreement in no way obligates the Company to extend or maintain credit to or for the Insured or the Owner.

     5. Termination. This Agreement shall terminate upon the earlier of:

     (a) The death of the Insured;

     (b) Termination of Insured’s employment with the Company and its subsidiaries other than as a result of (i) Insured’s Retirement with the Company’s consent, (ii) termination by Insured for Good Reason in accordance with the terms of the Employment Agreement, (iii) termination by the Company for any reason other than for Cause, or (iv) termination of the Insured’s employment due to Long-term Disability (as defined in the Company’s Long-Term Disability Plan); provided that this Section 5(b) shall not apply after a Change in Control;

     (c) The Insured’s breach of the Employment Agreement after the Insured’s termination of employment;

     (d) Written notice by the Company to the Insured, if the Owner has failed to pay any portion of the Annual Premium when due or either the Owner or the Insured has failed to comply with any other provision of this Agreement (and, in each case, such failure has not been cured within 30-days of the Company’s written notice to the Insured);

     (e) Mutual agreement by the Company and the Insured.

Except as provided in this Section 5(b), termination of Insured’s employment with the Company and its subsidiaries shall not affect the party’s obligations under this Agreement.

     6. Certain Forbearances. Notwithstanding Section 2 of this Agreement, the Owner agrees that during the term of this Agreement that the Owner will not (without the prior written consent of the Company): (a) exchange or surrender any part of the Policy (for its cash value or otherwise); (b) obtain a loan against the Policy from the Insurer; (c) assign any part of the Policy as collateral security; (d) change the ownership of any part of the Policy by endorsement or assignment; or (e) request a settlement of the proceeds of the Policy under any method of settlement other than one which is in reference to the life of the Insured. If applicable, the Owner shall enter into an agreement with the Insurer to effect the foregoing.

     7. Amendment Of Agreement. The Agreement shall not be amended, altered or modified, and no term may be waived, without the written agreement of the Insured and the Company. The agreement of the Owner shall not be required unless the amendment, alteration, modification or waiver increases materially the obligations of the Owner under this Agreement. The failure of the Company to enforce any of the provisions of this Agreement shall in no way be construed to be a waiver of any su