Exhibit 10.31


 


 


	
  Please
  review this agreement and scroll to the bottom to accept or to return to the

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TRAVELERS

PERFORMANCE SHARE AWARD NOTIFICATION AND AGREEMENT


 


(This award must be
accepted by 11:59 p.m. (Eastern Time) on

                  
    , 20    , or it will be forfeited.
Refer below to Section 17.)


 


Participant:                           Grant
Date:                           XXXXXXX


 


Number of Performance Shares:


Performance Period: XXXXXXX to XXXXXXX


 


1. Grant of Performance Shares. This
performance share award is granted pursuant to The Travelers Companies, Inc.
Amended and Restated 2004 Stock Incentive Plan (the “Plan”), by The Travelers
Companies, Inc. (the “Company”) to you as an employee of the Company or an
affiliate of the Company (together, the “Travelers Group”). The Company hereby
grants to the Participant as of the Grant Date an award (“Award”) for the
initial number of Performance Shares set forth above pursuant to the Plan, as
it may be amended from time to time, and subject to the terms, conditions, and
restrictions set forth herein, including, without limitation, the conditions
set forth in Section 7.


 


2. Terms and Conditions. The terms, conditions, and
restrictions applicable to the Award are specified the Plan, this grant
notification and agreement, including Exhibits A and B (the “Award Agreement”),
and the prospectus dated January 29, 2010 (titled “Travelers Equity
Awards”) and any applicable prospectus supplement (together, the “Prospectus”).
The terms, conditions and restrictions in the Plan and 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 Award
Agreement to the extent not otherwise set forth herein.


 


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 the 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 cancelled if the performance conditions are
not satisfied. Thus, the 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 the 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 its Compensation Committee
(the “Committee”) 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 the Award unless and until the Award is vested and
settled in shares of Common Stock.


 


3. Performance Period. For purposes of the Award,
the Performance Period shall be defined as the three-year period commencing                   
    , 20     and ending                   
    , 20    .


 

















 


4. Vesting. The Award shall vest in full
on the last day of the Performance Period, provided the Participant remains
continuously employed within the Travelers Group. If the Participant has a
termination of, or break in, employment prior to the last day of the
Performance Period, the Participant’s rights are determined under the Award Rules of
Exhibit A.


 


5. Settlement of Award. The number of Performance
Shares vested (which shall include any additional Performance Shares credited
to the Participant’s account pursuant to Section 6) shall be calculated
based on the Performance Share Vesting Grid set forth in Exhibit B. The
Company shall deliver to the Participant, subject to any certification of
satisfaction of the performance goal as required by the Plan in order to comply
with Section 162(m) of the Internal Revenue Code, a number of shares
of Common Stock equal to the number of vested Performance Shares on January 1
of the year following the end of the Performance Period or as soon as
administratively practicable thereafter (but no later than March 15 of the
year following the end of the Performance Period). The number of shares of
Common Stock delivered to the Participant shall be reduced by a number of
shares of Common Stock having a Fair Market Value on the date of delivery equal
to the tax withholding obligation, unless the Plan administrator is notified in
advance of the Award settlement and the Participant elects another method for
tax withholding.


 


6. Dividend Equivalents. The Participant shall be
entitled to receive additional Performance Shares with respect to any cash
dividends declared by the Company. The number of additional Performance Shares
shall be determined by multiplying the number of Performance Shares credited to
the Participant’s account (which shall include the number of Performance Shares
set forth above, plus any Performance Shares credited in connection with
dividend payments under this Section 6), times the dollar amount of the
cash dividend per share of Common Stock, and then dividing by the Fair Market
Value of the Common Stock as of the dividend payment date. The Participant’s
right to any Performance Shares credited to the Participant’s account in
connection with dividends shall vest in the same manner described in Section 4.
As described in Section 5, such additional Performance Shares shall be
included in the total number of Performance Shares credited to the Participant’s
account for purposes of applying the Performance Share Vesting Grid.


 


7. Grant Conditioned on Principles of Employment Agreement.


 


(a) 
Notwithstanding any contrary provision in this grant notification and
agreement, the grant of the Award shall not be effective and shall be null and
void unless the Participant has agreed, in the manner prescribed by the Company
and no later than the date immediately preceding the Grant Date, to be bound by
the Company’s Principles of Employment Agreement in effect on the date
immediately preceding the Grant Date (the “POE Agreement”), as published on the
Company’s intranet site or previously distributed in hard copy to Participant.


 


(b) 
By accepting the Award, the Participant agrees that the POE Agreement shall
supersede and replace the form of Principles of Employment Agreement contained
or referenced in any prior equity award made by the Company to the Participant,
and, accordingly, such prior equity award shall become subject to the terms and
conditions of the POE Agreement.


 


(c) In
the case of a Participant who has received this grant upon or in connection
with the commencement of his or her employment with the Travelers Group, 7(a) and
7(b) shall not apply. While the grant to such Participant is not
conditioned on prior execution of the POE Agreement, the Participant shall
forfeit the grant and it shall be cancelled and of no further force and effect
if the Participant fails to sign and deliver the POE Agreement to the Company
by the deadline set forth in his or her offer letter or employment agreement,
or in the absence of such deadline, by the close of the fifth (5th) business day of his or her
employment with the Travelers Group.


 


8. Acceptance of Exhibit A - Award Rules. The Participant
agrees to be bound by the terms of the Award Rules set forth in Exhibit A
(“Award Rules”).


 


9. Acceptance of Non-Solicitation Conditions. The Participant
agrees to be bound by the following conditions (the “Non-Solicitation
Conditions”):


 


(a) The
Company and the Participant understand, intend and agree that the
Non-Solicitation


 

















 


Conditions
of this Section 9 are intended to protect the Travelers Group against the
Participant raiding its employees and/or its business during the twelve (12)
month period (the “Restricted Period”) following the date of the conclusion of
the Participant’s employment with the Travelers Group (whether voluntary or
involuntary) as reflected on the books and records of the Travelers Group (the
“Termination Date”), while recognizing that after the Termination Date, the
Participant is still permitted to freely compete with the Travelers Group,
except to the extent “Confidential Information” (which means any technical or
business information developed by, for, or at the expense of the Travelers
Group, or assigned or entrusted to the Travelers Group, unless such information
is generally known outside of the Travelers Group) is used in such solicitation
and subject to certain restrictions set forth below. Further, nothing in this Section 9
is intended to grant or limit any rights or claims as to any future employer of
the Participant.


 


(b) During
the Restricted Period, the Participant will not seek to recruit or solicit, or
assist, participate in or promote the recruiting or solicitation of, interfere
with, attempt to influence or otherwise affect the employment of any person who
was or is employed by the Travelers Group at any time during the last three
months of the Participant’s employment or during the Restricted Period.
Further, the Participant shall not, on behalf of himself or herself or any
other person, hire, employ or engage any such person. The Participant shall not
directly engage in the aforesaid conduct through a third party for the purpose
of colluding to avoid the restrictions in this Section 9. However, the
Non-Solicitation Conditions do not preclude the Participant from directing a
third party (including but not limited to employees of his/her subsequent
employer or a search firm) to broadly solicit, recruit, and hire individuals,
some of whom may be employees of the Travelers Group, provided that the
Participant does not specifically direct such third party specifically to
target employees of the Travelers Group generally or specific individual
employees of the Travelers Group.


 


(c) If,
after the Termination Date, the Participant accepts a position as an employee,
consultant or contractor with a direct competitor of the Company, then, during
the Restricted Period, the Participant will not use Confidential Information to
seek to recruit or solicit, or assist, participate in or promote the recruiting
or solicitation of, interference with, attempt to influence or otherwise affect
any person or entity who is a client, customer, policyholder, or agent of the
Travelers Group, to discontinue business with the Travelers Group, and/or move
that business elsewhere. The Participant also agrees not to be directly and
personally involved in the negotiation, competition for, solicitation or
execution of any individual book roll over(s) or other book of business
transfer arrangements involving the transfer of business away from Travelers
Group, at any time after the Termination Date, even if Confidential Information
is not involved. The Participant may, at any time after the Termination Date,
direct a third party (including but not limited to employees of his/her
subsequent employer) to negotiate, compete for, solicit and execute such book
roll over(s) or other book of business transfer arrangements, provided
that (i) Confidential Information is not involved, (ii) the
Participant is not personally and directly involved in such activities, and (iii) the
Participant does not direct such third party specifically to target agents of
Travelers Group.


 


(d) Subject
to the non-competition obligations in the Award Rules that apply to
Participants meeting the “Retirement Rule,” at any time after the Termination
Date, the Participant may otherwise freely compete with the Travelers Group,
including but not limited to competing on an account by account or deal by deal
basis, to the extent that he or she does not violate the provisions of
subsection (c) above.


 


10. Forfeiture of Performance Share Award.


 


(a) The
Participant acknowledges and agrees as follows:


 


(i) The
Participant acknowledges that the receipt of the Award constitutes good,
valuable and independent consideration for the Participant’s acceptance of and
compliance with the provisions of the Award Agreement, including the forfeiture
and recapture provision below, and the Non-Solicitation Conditions.


 


(ii) The
Participant acknowledges that his or her rights with respect to the Award are
conditioned on his or her timely acceptance of the POE Agreement and his or her
compliance with the POE Agreement at all times thereafter.


 


(b) The Participant agrees that, during the term of his or
her employment with the Travelers Group and during the Restricted Period, if
the Participant breaches the Non-Solicitation Conditions and/or the POE
Agreement, in addition to all rights and remedies available to the Company at
law and in equity (including without limitation those set


 

















 


forth in the Award Rules for involuntary termination),
the Participant will immediately forfeit any award issued pursuant to this
Award Agreement that has not yet been paid, exercised or vested. The Company may
also recapture from the Participant any and all compensatory value that the
Participant received for the last twelve (12) months of his or her employment
and through the end of the Restricted Period from any such award (including
without limitation the amount of any cash payment made to the Participant upon
exercise or settlement of the award, and/or the amount included as compensation
in the taxable income of the Participant upon vesting or exercise of the
award). The Participant will promptly pay the full amount due upon demand by
the Company, in the form of cash or shares of Common Stock at current fair
market value.


 


(c) The
forfeiture and recapture remedies under paragraph (b) shall not limit or
modify the Company’s rights and remedies with respect to any breaches of the
Award Agreement at any time after the end of the Restricted Period.


 


(d) The
Award Rules provide a right to payment, subject to certain conditions,
following the Participant’s Termination Date if the Participant meets the
Retirement Rule which, among other conditions, may require that the
Participant not engage in any activities that compete with the business
operations of the Travelers Group through the settlement date of the Award
(such non-compete condition may extend beyond the Restricted Period). The
remedies for a violation of such non-compete conditions are specified in the
Award Rules and are in addition to any remedies of the Travelers Group
under this Section 10.


 


(e) Except
to the extent prohibited by law, an outstanding Award may be forfeited, and the
compensatory value received under the Award may be subject to recoupment by the
Company, in accordance with the policies of the Company in effect from time to
time with respect to forfeiture and recoupment of bonus payments, retention awards,
cash or stock-based incentive compensation or awards, or similar forms of
compensation, and the terms of any such policy, while it is in effect, are
incorporated herein by reference.


 


11. Consent to Electronic Delivery. In lieu of
receiving documents in paper format, the
Participant agrees, to the fullest extent permitted by law, to accept
electronic delivery of any documents that the Company may be required to
deliver (including, but not limited to, prospectuses, prospectus
supplements, grant or award notifications and agreements, account statements,
annual and quarterly reports, and all other agreements, forms and
communications) in connection with this and any other prior or future incentive
award or program made or offered by the Company or its predecessors or
successors. Electronic delivery of a document to the Participant may be via a
Company e-mail system or by reference to a location on a Company intranet site
to which the Participant has access.


 


12. Administration. In administering the Plan,
or to comply with applicable legal, regulatory, tax, or accounting
requirements, it may be necessary for a member of the Travelers Group to
transfer certain Participant data to another member of the Travelers Group, or
to its outside service providers or governmental agencies. By accepting the
Award, the Participant consents, to the fullest extent permitted by law, to the
use and transfer, electronically or otherwise, of his or her personal data to
such entities for such purposes.


 


13. Entire Agreement/Amendment/Survival/Assignment. The terms,
conditions and restrictions set forth in the Plan, this Award Agreement and the
Prospectus, constitute the entire understanding between the parties hereto
regarding the Award and supersede all previous written, oral, or implied
understandings between the parties hereto about the subject matter hereof. This
Award Agreement may be amended by a subsequent writing (including e-mail or
electronic form) agreed to between the Company and the Participant. Section headings
herein are for convenience only and have no effect on the interpretation of
this Award Agreement. The provisions of the Award Agreement that are intended
to survive the Termination Date of a Participant shall survive such date. The
Company may assign this Award Agreement and its rights and obligations
hereunder to any current or future member of the Travelers Group.


 


14. No Right to Employment. The Participant agrees that
nothing in this Award Agreement constitutes a contract of employment with the
Company for a definite period of time. The employment relationship is “at
will,” which affords the Participant or the Travelers Group the right to
terminate the relationship at any time for any reason or no reason not
otherwise prohibited by applicable law. The Travelers Group retains the right
to decrease the Participant’s compensation and/or benefits, transfer or demote
the Participant or otherwise change the


 

















 


terms
or conditions of the Participant’s employment with the Travelers Group.


 


15. Transfer Restrictions. The Participant may not
sell, assign, transfer, pledge, encumber or otherwise alienate, hypothecate or
dispose of the Award or his or her right hereunder to receive any Performance
Shares, except as otherwise provided in the Prospectus.


 


16. Conflict. In the event of a conflict
between the Plan, the Award Agreement and/or the Prospectus, the documents
shall control in that order (that is, the Plan, the Award Agreement and the
Prospectus).


 


17. Acceptance and Agreement by the Participant; Forfeiture
upon Failure to Accept. By clicking the button after the text of Exhibit B,
the Participant accepts the Award and agrees to be bound by the terms,
conditions, and restrictions set forth in the Award Agreement. The
Participant’s rights under the Award will lapse at 12:00 a.m. (Eastern
Time) on XXXXXXX, and the Award will be forfeited on such date if the
Participant does not accept the Award by clicking the button on or before 11:59 p.m.
(Eastern Time) on XXXXXXX. In the case of a grant issued upon or in connection with
commencement of employment with the Travelers Group, forfeiture may occur as of
the date referenced or specified in Section 7(c) of this grant and
notification agreement if the Participant has not by then agreed to be bound by
the POE Agreement.  In the case of any
other grant, this grant is null and void if the Participant has not by the date
immediately preceding the Grant Date agreed to be bound by the POE Agreement.  For the
avoidance of doubt, the Participant’s failure to accept the Award Agreement
shall not affect his or her continuing obligations under any other agreement
between the Company and the Participant.


 


18. Governing Law. The Award Agreement shall be
legally binding and shall be executed and construed and its provisions enforced
and administered in accordance with the laws of the State of Minnesota.


 


EXHIBIT A -
Award Rules 

To Travelers’ Performance Share Award
Notification and Agreement


 


When you leave the Company


 


References
to “you” or “your” are to the Participant. “Termination Date” is defined in Section 9(a) of
the Award Agreement and means the date of the conclusion of your employment
with the Traveler Group (whether voluntary or involuntary) as reflected on the
books and records of the Travelers Group.


 


If
you terminate your employment or if there is a break in your employment, your
Award may be cancelled before the end of the Performance Period and the vesting
and settlement of your Award may be affected.


 


The
provisions in the chart below apply to Awards granted under the Plan. Special rules apply
for vesting and settlement of your Award in cases of termination of employment
if you satisfy certain age and years of service requirements (“Retirement
Rule”), as set forth in “Retirement Rule” below.


 


	
  If You:

  	
   

  	
  Here’s What Happens to Your Award:

  
	
   

  	
   

  	
   

  
	
  Resign (but do not meet the Retirement Rule)

  	
   

  	
  Your
  rights under the Award are cancelled and your right to the Performance Shares
  is forfeited.

  
	
   

  	
   

  	
   

  
	
  Become disabled (as defined under the Company’s applicable
  long-term disability plan)

  	
   

  	
  You
  will be entitled to receive the number of shares of Common Stock you would
  have received, if any, if your employment had not terminated due to
  disability, multiplied by a fraction equal to the number of days from the
  first day of the Performance Period to the Termination Date, divided by the
  total number of days in the Performance Period. Any such shares will be
  received at the time of settlement of the Performance Shares after the end of
  the

  



 

















 


	
   

  	
   

  	
  Performance
  Period.

  
	
   

  	
   

  	
   

  
	
  Take an approved personal leave of absence

  	
   

  	
  Your
  rights under the Award continue when you are on such leave of absence for up
  to three months. Once your approved leave of absence exceeds three months,
  your rights under the Award are suspended until you return to work and remain
  actively employed for 30 calendar days, after which your rights under the
  Award will be restored retroactively. If you terminate employment during the
  leave for any reason, the applicable termination of employment provisions
  will apply. If your personal leave of absence exceeds one year, your rights
  under the Award are cancelled and your right to the Performance Shares is
  forfeited.

  
	
   

  	
   

  	
   

  
	
  Are on an approved family leave, medical leave, dependent
  care leave, military leave, or other statutory leave of absence

  	
   

  	
  Your
  rights under the Award continue when you are on such leave of absence.

  
	
   

  	
   

  	
   

  
	
  Die while employed or following employment while your Award
  is outstanding

  	
   

  	
  Your
  estate will be entitled to receive a number of shares of Common Stock equal
  to the initial number of Performance Shares set forth at the beginning of the
  Award, plus any Performance Shares credited as dividend equivalents in
  connection with the dividends paid or payable as of the date of your death,
  multiplied by a fraction equal to the number of days in the Performance
  Period from the first day of the Performance Period to your date of death,
  divided by the total number of days in the Performance Period. Any such
  shares will be delivered as soon as administratively possible following your
  death. No Performance Shares shall be credited with respect to any cash
  dividends paid by the Company after the date of the Participant’s death but
  prior to the distribution with respect to Performance Shares already credited
  to the Participant’s account.

  
	
   

  	
   

  	
   

  
	
  Are terminated involuntarily for gross misconduct or for
  cause*

  	
   

  	
  Your
  rights under the Award are cancelled and your right to the Performance Shares
  is forfeited.

  
	
   

  	
   

  	
   

  
	
  Are terminated involuntarily other than for gross
  misconduct or for cause (including under the Company’s applicable separation
  pay plan or any successor or comparable arrangement)

  	
   

  	
  Your
  rights under the Award are cancelled and your right to the Performance Shares
  is forfeited.

  
	
   

  	
   

  	
   

  
	
  While employed and at any time during the Restricted
  Period, breach the Non-Solicitation Conditions and/or the POE Agreement

  	
   

  	
  As
  set forth in Section 10 of the Award Agreement, in addition to all
  rights and remedies available to the Company at law and in equity (including
  the above rights and remedies relating to involuntary termination), you will
  immediately forfeit any award to you under the Award Agreement that has not
  yet been paid, exercised or vested. The Company may also recapture from you
  any and all compensatory value that you received for the last 12 months of
  your employment and through the end of the Restricted Period from any such
  award (including the amount of any cash payment made to you upon settlement
  of the Award, and/or the amount included as compensation in your taxable
  income upon settlement of the Award). You will promptly pay the full amount
  due upon demand, in the form of cash or shares of Common Stock at current
  fair market value.

  



 






*
The Committee, in its sole discretion, determines what constitutes “gross
misconduct” and “cause.”


 

















 


Retirement Rule


 


If,
as of your Termination Date, you are at least (i) age 65, (ii) age 62
with one or more full years of service, or (iii) age 55 with 10 or more
full years of service, then you meet the “Retirement Rule.” If you are
terminated under the Company’s applicable separation pay plan or any successor
or comparable arrangement, if any, your Termination Date for purposes of
determining whether you qualify under the Retirement Rule is your last day
of active employment with the Company.


 


The
Retirement Rule does not apply if you were involuntarily terminated for
gross misconduct or for cause. If you retire and do not meet the Retirement
Rule, you will be considered to have resigned.


 


If
you are terminated under the Company’s applicable separation pay plan or
successor or comparable arrangement, if any, your Termination Date for purposes
of determining whether you qualify under the Retirement Rule is your last
day of active employment with the Company.


 


	
  If you:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Meet the Retirement Rule

  	
   

  	
  You
  will be entitled to receive a number of shares of Common Stock equal to the
  shares you would have received, if any, if your employment had not terminated
  due to retirement in accordance with the Retirement Rule, multiplied by a
  fraction equal to the number of days from the first day of the Performance
  Period to the Termination Date, divided by the total number of days in the
  Performance Period. Any such shares will be received at the time of
  settlement of the Performance Shares after the end of the Performance Period.
  You will have a right to payment under the Retirement Rule provided
  that, prior to the time of settlement, you do not engage in any activities
  that compete with the business operations of the Travelers Group, including,
  but not limited to, working for another insurance company engaged in the
  property casualty insurance business as either an employee or independent
  contractor. You are not subject to this non-compete provision if you are
  terminated involuntarily, or if you are employed in any state where state law
  prohibits such non-compete provision, but you remain subject to Sections 9
  and 10 of the Award Agreement, and the POE Agreement.

  



 


When
called for under the above rules, as a condition to receiving payment, you will
be required to certify to the Company that you have not engaged in any
activities that compete with the business operations of the Travelers Group
since your Termination Date, and provide such other evidence of your compliance
with the Retirement Rule as the Company may require.


 


EXHIBIT B -
Performance Share Vesting Grid  

To Travelers’ Performance Share Award
Notification and Agreement


 


	
  Performance
  Period ROE*

  	
   

  	
  %
  of Performance Shares Vested

  
	
  > 16.0%

  	
   

  	
  150%
  (Maximum)

  
	
  15.5

  	
   

  	
  140

  
	
  15.0

  	
   

  	
  130

  
	
  14.5

  	
   

  	
  120

  
	
  13.5

  	
   

  	
  110

  
	
  12.0

  	
   

  	
  100

  
	
  10.0

  	
   

  	
  75

  
	
  8.0

  	
   

  	
  50
  (Threshold)

  
	
  < 8.0

  	
   

  	
  0

  



 






*
For any Performance Period ROE (as defined below) that is at least 8.0%, but
falls between two Performance Period ROE performance levels, the percentage of
Performance Shares vested shall be interpolated (for example, if Performance
Period ROE is 14.0%, 115% of the


 

















 


Performance
Shares would be vested).


 


Definitions:


 


“Performance Period ROE” is defined as the sum of the
Adjusted ROE for each of the three years in the Performance Period, divided by
three.


 


“Adjusted ROE” is defined as Adjusted
Operating Income divided by Adjusted Shareholders’ Equity.


 


“Adjusted Operating Income” for each year in the
Performance Period is defined as the Company’s net income from continuing
operations as reported in the Company’s financial statements (including
accompanying footnotes and management’s discussion and analysis), adjusted as
set forth in the immediately following sentence. In calculating Adjusted
Operating Income, net income from continuing operations shall be adjusted as
follows: first (A) remove the after-tax effects of the following items: (i) losses
(net of reinsurance) from catastrophes (as designated by the Insurance Service
Office’s Property Claims Service Group, the Lloyd’s Claim Office, Swiss
Reinsurance Company’s sigma report, or a comparable report or organization
generally recognized by the insurance industry, and reported by the Company as
a catastrophe); asbestos and environmental reserve charges (or releases); net
realized investment gains or losses in the fixed maturities and real estate
portfolios; and (ii)  extraordinary items, the cumulative effect of
accounting changes and federal income tax rate changes, and restructuring
charges, each as defined by generally accepted accounting principles in the
United States, and each as reported in the Company’s financial statements
(including accompanying footnotes and management’s discussion and analysis); (B) reduced,
as to the first year in the Performance Period (20XX), by
$                  ,
as to the second year in the Performance Period (20XX), by
$                  
times the ratio of: the Company’s 20XX consolidated personal lines homeowners
net written premium plus commercial lines property net written premium plus 50%
of commercial lines multi peril net written premium divided by the Company’s
20XX consolidated personal lines homeowners net written premium plus commercial
lines property net written premium plus 50% of commercial lines multi peril net
written premium, and as to the third year in the Performance Period (20XX), by
$                
times the ratio of: the Company’s 20XX consolidated personal lines homeowners
net written premium plus commercial lines property net written premium plus 50%
of commercial lines multi peril net written premium divided by the Company’s
20XX consolidated personal lines homeowners net written premium plus commercial
lines property net written premium plus 50% of commercial lines multi peril net
written premium; and (C) reduced by an amount intended, as of the date of
this award, to approximate historical levels of credit losses (on an after-tax
basis) associated with the Company’s fixed income investments, determined by (i) multiplying
a fixed factor, expressed as 2.25 basis points, by the amortized cost of the
Company’s fixed maturity investment portfolio at the beginning of each quarter
during the relevant year in the Performance Period and (ii) adding the sum
of the amounts resulting from (i) for such year in the Performance Period.


 


“Adjusted Shareholders’ Equity” for each year
in the Performance Period is defined as the sum of the Company’s total common
stockholders’ equity as reported in the Company’s balance sheet as of the
beginning and end of the year (excluding net unrealized appreciation or
depreciation of investments and adjusted as set forth in the immediately
following sentence), divided by two. In calculating Adjusted Shareholders’
Equity, the Company’s total common shareholders’ equity as of the beginning and
end of the year shall be adjusted to remove the cumulative after-tax impact of
the following items during the Performance Period: (i) discontinued
operations and (ii) the adjustments and reductions made in calculating
Adjusted Operating Income.


 


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