Exhibit 10.41


 


SEVENTH
AMENDMENT


TO


THE
TRAVELERS SEVERANCE PLAN


(Effective
April 1, 2004)


 


The Travelers Severance
Plan (Effective April 1, 2004) is hereby amended effective January 1,
2010 as follows:


 


I.


 


Section III.11 is
added to read as follows:


 


III.11                   Coordination with Individual
Agreement with the Company:  If an Employee
breaches the terms of any individual agreement between such Employee and the
Company or an Affiliate that provides for the forfeiture (or, if applicable,
recapture) of the severance pay benefit under this Plan as a consequence of
such breach, the terms and conditions of such agreement shall control and shall
supersede the terms of this Plan.


 


II.


 


Severance Payment Schedule
B is amended to read as set forth in the attached Exhibit A.


 


**** **** ****
**** **** ****


 


Executed this 26th day of
January, 2010.


 


 


	
   

  	
  THE TRAVELERS
  COMPANIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ John P. Clifford
  Jr.

  
	
   

  	
   

  	
  John P. Clifford Jr.

  
	
   

  	
   

  	
  Executive Vice
  President – Human Resources

  



 

















 


THE TRAVELERS SEVERANCE PLAN


(effective April 1, 2004)


 


Severance Payment Schedule B


 


Executive Severance Policy


 


This Schedule B applies
to Terminations of Employment due to a Reduction in Force (“RIF”) that occur on
or after September 28, 2005 with respect to any Employee who is serving
the Employer in a position of Executive Vice President, Senior Vice President
or Vice President.  For purposes of this
Schedule B, an Employee serving the Employer in a position of Vice Chairman
will be considered an Executive Vice President. 
In order to be eligible for the Severance Benefits described below, the
Employee must first execute a Waiver and Release of all claims against the
Employer in the form provided to the Employee by the Employer.


 


For purposes of this
Schedule B, “total monthly cash compensation” equals one twelfth (1/12) of the
Employee’s annual base salary in effect at the time of his/her Termination of
Employment  plus one twelfth (1/12) of  the Employee’s “average bonus.”  An Employee’s “average
bonus” for this purpose is calculated by reference to the bonus, if any, he/she
received under the annual incentive cash bonus plan of the Company for the two
annual bonus periods that ended with or immediately prior to the date that the
Written Notice of Termination was provided to the Employee.  If the Employee was eligible to receive a
bonus for both of such bonus periods, then his/her “average bonus” is the sum
of the bonuses received for such bonus periods (which may be zero if he/she did
not receive a bonus for either such period) divided by two. If the Employee was
eligible to receive a bonus for only one bonus period (for example, because
he/she was recently employed), then his/her “average bonus” equals the amount
of the bonus received for such bonus period (which may be zero if he/she did
not receive a bonus for such period).  If
the Employee was not eligible to receive a bonus for either of such bonus
periods, then his/her “average bonus” is zero.


 


For purposes of this
Schedule B, any amount to be paid to an Employee that is expressed as a “monthly
amount” will be paid in accordance with the payroll practices of the
Company.  For example, in the case of
semi-monthly payroll, a monthly amount will be divided into two substantially
equal payments to be paid semi-monthly.


 


I.                                         This Section I of Schedule B applies
to Terminations of Employment due to RIF by Employees who are Executive Vice
Presidents.


 


The Employee will be
eligible to receive a Severance Benefit in an amount equal to the number of
months specified in the chart below (determined based on his/her Years of
Service at Termination of Employment) multiplied by his/her total monthly cash
compensation:


 


	
   

  	
   

  	
  Years of Service

  	
   

  
	
   

  	
   

  	
  Less than 5

  	
   

  	
  5 but less than 10

  	
   

  	
  10 or more

  	
   

  
	
  Months
  of Severance Benefit

  	
   

  	
  18

  	
   

  	
  21

  	
   

  	
  24

  	
   

  



 


The Severance Benefit will
be paid as follows:


 


A.                                 No amount will be paid until the first
payroll date following the six (6) month anniversary of the Employee’s
Termination of Employment.


 


B.                                   On the first payroll date following the
six (6) month anniversary of the Employee’s Termination of Employment, or
as soon as administratively practicable thereafter, the Employee will receive a
single lump-sum payment equal to one-half of his/her annual base salary in
effect at Termination of Employment.


 


C.                                   Starting with the first payroll date
following the six (6) month anniversary of the Employee’s Termination of
Employment and continuing for a total of six (6) months, the Employee will
receive a monthly amount equal to one twelfth (1/12) of his/her annual base salary
in effect at the time of his/her Termination of Employment.


 

















 


D.                                  On the first payroll date following the
one year anniversary of the Employee’s Termination of Employment, or as soon as
administratively practicable thereafter, the Employee will receive a single
lump-sum payment equal to his/her total Severance Benefit calculated above,
reduced by the previous payments made to the Employee under B. and C.


 


II.                                     This Section II of Schedule B
applies to Terminations of Employment due to RIF by Employees who are Senior
Vice Presidents.


 


The Employee will be
eligible to receive a Severance Benefit in an amount equal to the number of
months specified in the chart below (determined based on his/her Years of
Service at Termination of Employment) multiplied by his/her total monthly cash
compensation:


 


	
   

  	
   

  	
  Years of Service

  	
   

  
	
   

  	
   

  	
  Less than 5

  	
   

  	
  5 but less than 10

  	
   

  	
  10 or more

  	
   

  
	
  Months
  of Severance Benefit

  	
   

  	
  12

  	
   

  	
  15

  	
   

  	
  18

  	
   

  



 


The Severance Benefit
will be paid as follows:


 


A.                                 No amount will be paid until the first
payroll date following the six (6) month anniversary of the Employee’s
Termination of Employment.


 


B.                                   On the first payroll date following the
six (6) month anniversary of the Employee’s Termination of Employment, or
as soon as administratively practicable thereafter, the Employee will receive a
single lump-sum payment equal to one-half of his/her annual base salary in
effect at Termination of Employment.


 


C.                                   Starting with the first payroll date
following the six (6) month anniversary of the Employee’s Termination of
Employment and continuing for a total of six (6) months, the Employee will
receive a monthly amount equal to one twelfth (1/12) of his/her annual base salary
in effect at the time of his/her Termination of Employment.


 


D.                                  On the first day payroll date following
the one year anniversary of the Employee’s Termination of Employment, or as
soon as administratively practicable thereafter, the Employee will receive a single
lump-sum payment equal to his/her total Severance Benefit calculated above,
reduced by the previous payments made to the Employee under B. and C.


 


III.                                 This Section III of Schedule B
applies to Terminations of Employment due to RIF by Employees who are Vice
Presidents.


 


The Employee will be
eligible to receive a Severance Benefit in an amount equal to the number of
months specified in the chart below (determined based on his/her Years of
Service at Termination of Employment) multiplied by his/her total monthly cash
compensation:


 


	
   

  	
   

  	
  Years of Service

  	
   

  
	
   

  	
   

  	
  Less than 5

  	
   

  	
  5 but less than 10

  	
   

  	
  10 or more

  	
   

  
	
  Months
  of Severance Benefit

  	
   

  	
  6

  	
   

  	
  9

  	
   

  	
  12

  	
   

  



 


The Severance Benefit
will be paid as follows:


 

















 


A.                                   In the case of an Employee who is not a
Specified Employee, such Employee’s Severance Benefit will be paid as follows:


 


i.                                          The Employee will receive a monthly
amount equal to one twelfth (1/12) of his/her annual base salary in effect at
the time of his/her Termination of Employment. 
Periodic payments will begin as soon as reasonably practicable following
the date on which the Employee has a Termination of Employment due to a RIF,
but in no event later than ninety (90) days after Termination of
Employment.  However, no periodic
payments will be made prior to the expiration of the period for cancellation of
the Waiver and Release (as described in the Waiver and Release).  Such payments will continue until the total
payments to the Employee equal the full Severance Benefit calculated above
(with the final payment being equal to the full Severance Benefit minus all
prior monthly payments) or until twelve (12) monthly payments have been made, whichever
occurs first.


 


ii.                                       If a Severance Benefit remains after the
monthly payments have been made under i., then, on the first day of the month
following the last such monthly payment, the Employee will receive a single
lump-sum payment equal to his/her total Severance Benefit calculated above,
reduced by the previous payments to the Employee made under i.


 


B.                                     In the case of an Employee who is a
Specified Employee, such Employee’s Severance Benefit will be paid as follows:


 


i.                                          No amount will be paid until the first
payroll date following the six (6) month anniversary of the Employee’s
Termination of Employment.


 


ii.                                       On the first payroll date following the
six (6) month anniversary of the Employee’s Termination of Employment, or
as soon as administratively practicable thereafter, the Employee will receive a
single lump-sum payment equal to one-half of his/her annual base salary in
effect at Termination of Employment.


 


iii.                                    Starting with the first payroll date
following the six (6) month anniversary of the Employee’s Termination of
Employment, the Employee will receive a monthly amount equal to one twelfth
(1/12) of his/her annual base salary in effect at the time of his/her
Termination of Employment. Such payments will continue until the total payments
to the Employee made under ii. and iii. equal the full Severance Benefit calculated
above (with the final payment being equal to the full Severance Benefit minus
all prior payments made under ii. or iii.) or until six (6) monthly
payments have been paid, whichever occurs first.


 


iv.                                   If a Severance Benefit remains after the
payments have been made under ii. and iii., then, on the first payroll date
following the last such monthly payment, the Employee will receive a single
lump-sum payment equal to his/her total Severance Benefit calculated above,
reduced by the previous payments to the Employee made under ii and iii.


 


The cash severance
benefits provided under this Severance Payment Schedule B are intended to meet
the requirements of paragraph (2), (3) and (4) of Code
§ 409A(a), and the terms and provisions of the Plan applicable to the
Employees covered by this Severance Payment Schedule B should be interpreted
and applied in a manner consistent with such requirements, including the
regulations and other guidance issued under Code § 409A.