Exhibit
10.2
ST. PAUL
TRAVELERS
PERFORMANCE
SHARE AWARD NOTIFICATION AND AGREEMENT
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Participant:
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Grant Date:
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Target Number of Performance
Shares:
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Performance Period: January 1, 2006 to December
31, 2008
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1.
Grant of Performance
Shares. This performance share award is granted pursuant
to The St. Paul Travelers Companies, Inc. 2004 Stock Incentive Plan
(the “Plan”), by The St. Paul Travelers Companies, Inc.
(the “Company”) to you, an employee (the
“Participant”). The Company hereby grants to the
Participant an award for the target number of Performance Shares
set forth above (the “Award”), pursuant to the Plan, as
it may be amended from time to time, and subject to the terms,
conditions, and restrictions set forth herein.
2. Terms and
Conditions . The terms, conditions,
and restrictions applicable to the Award are specified in this
award notification and agreement, the Plan, the prospectus dated
[January 1, 2006] (titled “St. Paul Travelers Equity
Awards”), and any applicable prospectus supplement (together,
the “Prospectus”). The terms, conditions and
restrictions in the Prospectus include, but are not limited to,
provisions relating to amendment, vesting, cancellation, and
settlement, all of which are hereby incorporated by reference into
this grant notification and agreement. The terms, conditions
and restrictions in this award notification and agreement, the
Prospectus, and the Plan constitute the Award agreement between the
Participant and the Company (the “Agreement”). By
accepting this Award, the Participant acknowledges receipt of the
Prospectus and that he or she has read and understands the
Prospectus.
The Participant
understands that this Award and all other incentive awards are
entirely discretionary and that no right to receive an award exists
absent a prior written agreement with the Company to the contrary.
The Participant also understands that the value that may be
realized, if any, from the Award is contingent, and depends on the
future financial performance of the Company, among other
factors. The Participant further confirms his or her
understanding that the Award is intended to promote employee
retention and stock ownership and to align employees’
interests with those of shareholders, is subject to performance
conditions and will be canceled if the performance conditions are
not satisfied. Thus, Participant understands that (a) any
monetary value assigned to the Award in any communication regarding
the Award is contingent, hypothetical, or for illustrative purposes
only, and does not express or imply any promise or intent by the
Company to deliver, directly or indirectly, any certain or
determinable cash value to the Participant; (b) receipt of this
Award or any incentive award in the past is neither an indication
nor a guarantee that an incentive award of any type or amount will
be made in the future, and that absent a written agreement to the
contrary, the Company is free to change its practices and policies
regarding incentive awards at any time; and (c) performance may be
subject to confirmation and final determination by the
Company’s Board of Directors or a Committee of the Board that
the performance conditions have been satisfied. The
Participant shall have no rights as a stockholder of the Company
with respect to any shares covered by this Award unless and until
the Award is earned and settled in shares of Common
Stock.
3. Performance
Period. For purposes of this
Award, the Performance Period shall be defined as the three-year
period commencing January 1, 2006 and ending December 31,
2008.
