Exhibit
10.2





STATE OF NEW YORK

INSURANCE DEPARTMENT

25 BEAVER STREET

NEW YORK, NEW YORK 10004


	
  

  	
  X

  	
   

  
	
   

  	
   

  	
   

  
	
  In the Matter of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE ST. PAUL TRAVELERS COMPANIES, INC. and

  	
   

  	
   

  
	
  its insurer subsidiaries authorized to transact

  	
   

  	
  STIPULATION

  
	
  insurance business in the State of New York,

  	
   

  	
  No. 2006-0162-S

  
	
   

  	
   

  	
   

  
	
  Respondents.    

  	
   

  	
   

  
	
   

  	
  X

  	
   

  



 


 


WHEREAS, Respondent The
St. Paul Travelers Companies, Inc. is a Minnesota corporation with its
principal place of business in Saint Paul, Minnesota and is a holding company
within the meaning of Article 15 of the New York Insurance Law (“Insurance Law”)
which owns and/or controls the following insurers authorized to transact
insurance business in the State of New York: Travelers Casualty and Surety
Company, The Automobile Insurance Company of Hartford, Connecticut, Standard
Fire Insurance Company, St. Paul Protective Insurance Company, Commercial
Guaranty Casualty Insurance Company, Atlantic Insurance Company, Select
Insurance Company, Seaboard Surety Company, St. Paul Fire and Marine Insurance
Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance
Company, The Charter Oak Fire Insurance Company, The Phoenix Insurance Company,
The Travelers Indemnity Company, The Travelers Indemnity Company of America,
Travelers Property Casualty Company of America, The Travelers Indemnity Company
of Connecticut, Fidelity and Guaranty Insurance Underwriters, Inc., United
States Fidelity and Guaranty Company, The Travelers Home and Marine Insurance
Company, TravCo Insurance Company, Travelers Casualty and Surety Company of
America, Fidelity and Guaranty Insurance Company, Travelers Commercial
Insurance Company, Travelers Property Casualty Insurance Company, Travelers
Casualty Company of Connecticut, Discover Property & Casualty Insurance
Company, Farmington Casualty Company, Athena Assurance Company and Gulf
Underwriters Insurance Company;


WHEREAS, pursuant to the
provisions of Executive Law § 63(12), the Donnelly Act (Gen. Bus. Law § 340 et  seq.), the
Martin Act (Gen. Bus. Law § 352-c) and the common law of the State of New York,
Eliot Spitzer, Attorney General of the State of New York, caused an
investigation to be made of The St. Paul Travelers Companies,









 



Inc. and its subsidiaries (“St. Paul Travelers”)
relating to practices in the marketing, sale, renewal, placement or servicing
of insurance and reinsurance and their accounting and public reporting
practices, including those relating to nontraditional and finite reinsurance (the
“Investigation”); and pursuant to Conn. Gen. Stat. § 35-24 et seq. (the
Connecticut Antitrust Act) and Conn. Gen. Stat. § 42-ll0a et seq. the (Connecticut
Unfair Trade Practices Act), Richard Blumenthal, Attorney General of the State
of Connecticut, caused an investigation to be made of St. Paul Travelers on the
subject matter of the Investigation; and pursuant to the Illinois Antitrust
Act, 740 ILCS 10/1 et seq. and the Illinois Consumer Fraud and Deceptive
Business Practices Act, 815 ILCS 505/1 et sec. Lisa Madigan, Attorney
General of the State of Illinois, caused an investigation to be made of St.
Paul Travelers on the subject matter of the Investigation (collectively “Attorneys
General Investigations”);


WHEREAS, the
Superintendent of Insurance of the State of New York (“Superintendent”) and the
New York State Insurance Department (“Department”) conducted an investigation
of St. Paul Travelers on the subject matter of the Investigations (the “Superintendent’s
Investigation”);


WHEREAS, based on the
Attorneys General Investigations and the Superintendent’s Investigation, the
Attorneys General and the Superintendent allege that St. Paul Travelers
unlawfully deceived policyholders, regulators and other authorities and
shareholders by: (a) participating in schemes to steer business and allocate
customers; (b) participating in rigging of bids for excess casualty insurance
through Marsh & McLennan Companies, Inc. (“Marsh”) and (c) improperly using
reinsurance transactions to bolster the quality, quantity and stability of
their clients’ and The St. Paul Companies Inc.’s earnings;


WHEREAS, St. Paul
Travelers has been and is continuing to cooperate with the Attorneys General
Investigations and the Superintendent’s Investigation;


WHEREAS, the Attorneys
General have resolved all issues uncovered to date (with the exception of those
areas noted below) in the Attorneys General Investigations pursuant to an
Assurance of Discontinuance the (“Assurance”);


WHEREAS, in the wake of
the Attorneys General Investigations and the Superintendent’s Investigation,
St. Paul Travelers has adopted and under the Assurance and this Stipulation,
St. Paul Travelers will continue to implement a number of business reforms
governing the conduct of employees of St. Paul Travelers;


WHEREAS, nothing herein
shall be construed to apply to any business or operations involving group and
individual: (1) fixed and variable life insurance, (2) fixed and variable,
immediate and deferred annuities, (3) accidental death and dismemberment
insurance, (4) short and long term disability insurance, (5) long term care
insurance, (6) accident and health insurance, including vision and dental 



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insurance, (7) credit insurance, (8) involuntary
unemployment insurance, (9) guaranteed investment contracts, and (10) funding
agreements (collectively “St. Paul Travelers’ Life Insurance Operations”);


WHEREAS, THE
Superintendent finds the relief and agreements contained in the Stipulation
appropriate and in the public interest and accepts this Stipulation as
settlement of the Superintendent’s Investigation;


WHEREAS, this Stipulation
is entered into solely for the purpose of resolving the Superintendent’s
Investigation and is not intended to be used for any other purpose; NOW
THEREFORE


IT IS HEREBY STIPULATED
AND AGREED by and between St. Paul Travelers and the Department, subject to the
approval of the Superintendent, as follows:


BID RIGGING -
EXCESS CASUALTY POLICYHOLDERS


1.             On or before September 7, 2006, St. Paul Travelers shall
pay $37 million into a fund (the “Excess Casualty Fund”) held by St. Paul
Travelers to be paid to St. Paul Travelers’ policyholders who purchased or
renewed St. Paul Travelers’ excess casualty policies, excluding excess workers
compensation policies, through Marsh during the period from January 1, 2000
through September 30, 2004 (the “Eligible Policyholders”). All of the money
paid into the Excess Casualty Fund and any investment or interest income earned
thereon shall be paid to Eligible Policyholders pursuant to this Stipulation.    No portion of the Excess Casualty Fund shall
be considered a fine or a penalty.


2.             The Excess Casualty Fund shall be invested in a
designated money market fund subject to the prior approval of the Attorneys
General and the Superintendent.


3.             St. Paul Travelers shall (a) by November 8, 2006,
calculate the amount of money each of the Eligible Policyholders paid for
excess casualty insurance placed by St. Paul Travelers through Marsh with
inception or renewal dates during the period from January 1, 2000 through
September 30, 2004 (the “Eligible Policies”); (b) within ten days of completing
these calculations, file a report with the Attorneys General and the
Superintendent, certified by an officer of St. Paul Travelers, setting forth: (i)
each Eligible Policyholder’s name and address; (ii) the Eligible Policyholder’s
Eligible Policy(ies) purchased or renewed and policy numbers; (iii) the amount
the Eligible Policyholder paid in premiums for each such policy; and (iv) the
amount each policyholder is eligible to receive which shall equal each
policyholder’s pro rata share of the Excess Casualty Fund as calculated by
multiplying the amount in the Excess Casualty Fund by the ratio of the
policyholder’s gross written premium for Eligible



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Policies for the period from January 1, 2000 through
September 30, 2004, divided by the total gross written premium for all Eligible
Policies; and (c) by November 22, 2006, send a notice to each Eligible
Policyholder, setting forth items (ii) through (iv), above, and stating that
the amount paid may increase if there is less than full participation by
Eligible Policyholders in the Excess Casualty Fund (the “Excess Notice”). The
form of the Excess Notice shall be subject to the prior approval of the
Attorneys General and Superintendent.


4.             Eligible Policyholders who receive an Excess Notice and
who voluntarily elect to receive a cash distribution the “Participating
Policyholders” shall tender a release in the form attached hereto on or before
April 23, 2007.


5.             On or before June 4, 2007, St. Paul Travelers shall pay
each Participating Policyholder the amount that that Participating Policyholder
is eligible to receive from the Excess Casualty Fund as set forth in paragraph
3(b)(iv) above, and any interest or investment income earned thereon.


6.             On or before July 2, 2007, St. Paul Travelers shall file
an interim report with the Attorneys General and the Superintendent, certified
by an officer of St. Paul Travelers, listing all amounts paid from the Excess
Casualty Fund.


7.             In the event that any Eligible Policyholder elects not
to participate or otherwise does not respond to the Excess Notice (the “Non-Participating
Policyholders”), the amount that such policyholder was eligible to receive from
the Excess Casualty Fund as set forth in paragraph 3(b)(iv) may be used by St.
Paul Travelers to satisfy any pending or other claims asserted by policyholders
relating to the excess casualty bid rigging or excess casualty steering
allegations set forth in this Stipulation, provided that in no event shall a
distribution be made from the Excess Casualty Fund to any other policyholder
until all Participating Policyholders have been paid the full aggregate amount
set forth in paragraph 3(b)(iv) above, and any interest or investment income
earned thereon; nor shall the total payments from the Excess Casualty Fund to
any Non-Participating Policyholder exceed 80% of the amount that
Non-Participating Policyholder was originally eligible to receive as set forth
in paragraph 3(b)(iv).


8.             If any money remains in the Excess Casualty Fund as of
April 2, 2008, any such funds shall be distributed by May 2, 2008, on a pro
rata basis to the Participating Policyholders.


9.             In no event shall any of the money in the Excess
Casualty Fund or the investment or interest income earned thereon be used to
pay or considered in the calculation of attorneys fees.


10.           In no event shall any of the money in
the Excess Casualty Fund or the 



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investment or interest income earned thereon be used
to pay or considered in the calculation of commissions, administrative or other
fees to St. Paul Travelers.


11.           On or before May 15, 2008, St. Paul
Travelers shall file a report with the Attorneys General and the
Superintendent, certified by an officer of St. Paul Travelers, listing all
amounts paid from the Excess Casualty Fund, including any payments subsequent
to the payments described in paragraph 6.


MONETARY
FINE, PENALTY AND PAYMENT


12.           On or before September 7, 2006, St.
Paul Travelers shall pay $40 million as a fine or penalty of which a $24
million fine will be paid by wire transfer to the State of New York, a $8
million payment will be made in accordance with 815 ILCS 505/7(d) by wire
transfer to the State of Illinois and a $8 million penalty will be paid by wire
transfer to the State of Connecticut. Each Attorney General and the
Superintendent shall provide issuing instructions with respect to the payments.
These fines and penalties are imposed for all of the improper conduct described
in the Assurance and this Stipulation.


BUSINESS
REFORMS


13.           Within 60 days of the date of this
Stipulation (or such other date as specified below), St. Paul Travelers shall
undertake the following business reforms. St. Paul Travelers will not undertake
any transaction for the purpose of circumventing the prohibitions contained in
this Stipulation.


14.           Controls
on “Book Rolls.” St. Paul
Travelers shall not enter any agreement or arrangement to transfer 25 or
more insurance policies from an insurer unless the agreement or arrangement
provides for giving written notice to affected insureds of (a) the reason for
the transfer of the policy, including any Compensation paid to the Producer
related to the transfer; and (b) a statement that the insured can review and
obtain information relating to St. Paul Travelers’ practices and policies
regarding Compensation on either a website or from a toll-free telephone
number.


15.           Controls on Service
Centers. Persons communicating on behalf of St. Paul Travelers with
any consumer and/or insured participating in any St. Paul Travelers sponsored
or affiliated service center must immediately and clearly identify themselves
to the consumer and/or insured as representing St. Paul Travelers.


16.           Controls on Finite and
Non-traditional Reinsurance. St. Paul Travelers commits that St.
Paul Travelers will enact policies and procedures satisfactory to the Attorneys
General and the Superintendent to prevent transactions designed



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solely to manipulate accounting results, transactions
involving insufficient risk transfer created for purposes of improperly
qualifying such transactions for reinsurance accounting, and transactions that
contain undisclosed side agreements.


17.           St. Paul Travelers shall not engage
or attempt to engage in violations of New York State Executive Law § 63(12),
New York State’s Donnelly Act (Gen. Bus. Law § 340 et seq.), New York State’s
Martin Act (Gen. Bus. Law § 352-c), New York Insurance Law, Conn. Gen.
Stat. § 35-24 et seq, 42-110a et seq. and 33-1335 and the Illinois Antitrust
Act, 740 ILCS 10/1 et seq. and the Illinois Consumer Fraud and Deceptive
Business Practices Act, 815 ILCS 505/1 et seq.


REINSURANCE
REPORTING OBLIGATIONS


18.           For a period of five years beginning
November 6, 2006, St. Paul Travelers will provide annually by May I of each
year to the Superintendent a report, in a format approved by the
Superintendent, that includes:


a.                                       A
review of ceded and assumed reinsurance of the property/casualty insurance
subsidiaries of St. Paul Travelers required to file statutory financial
statements on the NAIC blanks (the “Property/Casualty Insurers”) verifying that
all contracts comply with SSAP 62 and 75 and the new NAIC disclosure and
attestation requirements including the attestation that with respect to all
reinsurance contracts for which the reporting entity is taking credit on its
current financial statements, to the best of St. Paul Travelers’ knowledge and
belief, after diligent inquiry and unless noted as an exception under the
attestation requirement:


i.                                          Consistent
with SSAP 62, there are no separate written or oral agreements between the reporting
entity (or its affiliates or companies it controls) and the assuming reinsurer
that would under any circumstances, reduce, limit, mitigate or otherwise affect
any actual or potential loss to the parties under the reinsurance contract,
other than inuring contracts that are explicitly defined in the reinsurance
contract except as disclosed;


ii.                                       For
each such reinsurance contract entered into, renewed or amended on or after
January 1, 1994, for which risk transfer is not reasonably considered to be
self-evident, documentation concerning the economic intent of the transaction
and the risk transfer analysis evidencing the proper accounting treatment, as
required by SSAP 62 and 75, is available for review;


iii.                                    The
reporting entity complies with all the requirements set forth in SSAP 62 and
75, and any supporting documentation is available for review;



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iv.                                   The
reporting entity has appropriate controls in place to monitor the use of
reinsurance and adhere to the provisions of SSAP 62 and 75.


b.                                      A
list of all its affiliated insurers, categorized by domicile, whether
controlled through ownership or otherwise under the Insurance Law. The list
shall include the percentage of ownership or other means by which St. Paul
Travelers controls the affiliated insurer.


c.                                       A
list of its ownership of five percent or more of the voting shares of any
non-affiliated insurer entities.


d.                                      A
list of non-affiliated insurers to whom St. Paul Travelers’ Property/Casualty
Insurers have ceded business during the preceding calendar year either
directly, or through retrocession agreements if known, excluding those captive
reinsurance entities that do not accept third party business, where the
business ceded represents fifty percent or more of the entire direct and
assumed premium written by insurer, based upon such insurer’s most recent
publicly available financial statements.


Such report shall be certified by the Chief
Reinsurance Officer and the Chief Executive Officer of St. Paul Travelers and a
copy of such report shall be submitted to the relevant Audit Committee of St.
Paul Travelers.


19.           The Chief Reinsurance Officer of St.
Paul Travelers will maintain approved lists of reinsurers. St. Paul Travelers
will not cede insurance to any reinsurer not set forth on those lists. Such
lists will be available to the Superintendent upon examination. All approved
reinsurance relationships will be reviewed by the Chief Reinsurance Officer of
St. Paul Travelers and such review will include a written determination of
whether the reinsurance entity is affiliated or controlled (by ownership, by
contract or otherwise) by St. Paul Travelers.


20.           Additional Undertakings.


a.                                       St.
Paul Travelers agrees that it will establish and maintain a training and
education program, completion of which will be required for all officers,
executives, and employees of St. Paul Travelers who have supervisory
responsibility over accounting, financial reporting and public disclosure
functions relating to the United States (collectively, the “Mandatory
Participants”).



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b.                                      The
training and education program shall be designed to cover, at a minimum, the
following: (i) the obligations imposed by federal and state securities law, St.
Paul Travelers’ financial reporting and disclosure obligations; (ii) the
financial reporting and disclosure obligations imposed on St. Paul Travelers by
New York State, Illinois and Connecticut insurance laws; (iii) compliance with
federal and state anti-trust laws; (iv) proper internal accounting controls and
procedures; (v) discovering and recognizing accounting practices that do not
conform to GAAP or SSAP or that are otherwise improper; and (vi) the
obligations assumed by, and responses expected of the Mandatory Participants
upon learning of improper, illegal or potentially illegal acts relating to St.
Paul Travelers accounting and financial reporting. The General Counsel of St.
Paul Travelers shall communicate to Mandatory Participants, in writing or by
video, its endorsement of the training and education program.


COOPERATION
WITH THE SUPERINTENDENT


21.           St. Paul Travelers will maintain and
provide to the Superintendent, upon the Superintendent’s request, complete
underwriting files, including correspondence and c-mails, and risk transfer
analysis to the extent required by SSAP 62 relating to all reinsurance ceded or
assumed by St. Paul Travelers. St. Paul Travelers will authorize its
independent auditors and direct its internal auditors to make available to the
Superintendent upon request all workpapers of their auditors, including but not
limited to all Schedules of Unadjusted Differences.


22.           St. Paul Travelers will file all
holding company transactions in a timely manner in compliance with Article 15
of the New York Insurance Law and Department Regulation 52.


23.           St. Paul Travelers will cooperate
fully on all examinations and on all other regulatory requests and will respond
to all Department inquiries in a prompt, timely and complete manner and will
provide appropriate staff during examinations in order to provide timely
responses. Failure to respond to the Department in a timely manner, as required
by this paragraph, will constitute violations of this Stipulation and the
Insurance Law. Any issues that relate to the timeliness of the responses shall
be reported to the Chief Financial Officer of St. Paul Travelers.


24.           The Chair of the St. Paul Travelers’
Audit Committee, if requested, will meet with the Superintendent and/or a
designated official of the Superintendent on an annual basis or more frequently
as deemed necessary by the Superintendent.



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OTHER PROVISIONS


25.           St. Paul Travelers shall implement
procedures and controls designed to provide full and complete disclosure to
state insurance regulators.


26.           St. Paul Travelers commits that it
shall not seek or accept, directly or indirectly, indemnification pursuant to
any insurance policy, with regard to any or all of the amounts payable pursuant
to this Stipulation and the Assurance.


27.           None of the provisions of this
Stipulation shall apply to St. Paul Travelers’ Life Insurance Operations.


28.           The Superintendent agrees that any
prior approval required under the terms of this Stipulation shall not be
unreasonably withheld.


29.           This Stipulation is not intended to
disqualify St. Paul Travelers, its subsidiaries, or any of its current
employees from engaging in any business in New York, Illinois, Connecticut or
in any other jurisdiction. Nothing in this Stipulation shall relieve St. Paul
Travelers or its subsidiaries of obligations imposed by any applicable state
insurance law or regulations or other applicable law.


30.           This Stipulation shall not confer any
rights upon any persons or entities besides the Superintendent, the Department
and St. Paul Travelers.


31.           St. Paul Travelers shall maintain
custody of, or make arrangements to have maintained, all documents and records
related to this matter for a period of not less than six years.


32.           St. Paul Travelers neither admits nor
denies the allegations contained in the Assurance or this Stipulation.


33.           This Stipulation shall in no way
limit the statutory authority of the Superintendent to take regulatory action
to enforce this Stipulation, or to examine, investigate and/or take regulatory
action against St. Paul Travelers or any current or former licensee of the
Department for any violations of the Insurance Law or Department Regulation
other than the specific matters resolved by this Stipulation and the Assurance.


34.           The monetary obligations described in
paragraphs 1-12 above in this Stipulation are identical to the monetary payment
obligations contained in the Assurance and, as a result, St. Paul Travelers
need only make one payment with respect to each such obligation.



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Dated:    New York,
New York

August 1, 2006


	
  

  	
  NEW YORK STATE INSURANCE DEPARTMENT

  
	
   

  	
  By:

  	
  /s/ Samuel A. Wachtel

  
	
   

  	
   

  	
  Samuel A. Wachtel

  
	
   

  	
   

  	
  Supervising Attorney

  
	
   

  	
   

  	
   

  
	
   

  	
  THE ST. PAUL TRAVELERS COMPANIES, INC.

  
	
   

  	
  By:

  	
  /s/ Kenneth F. Spence, III

  
	
   

  	
  Name:

  	
  Kenneth F. Spence, III

  
	
   

  	
  Title: 

  	
  Executive Vice-President

  General Counsel

  



 


	
  STATE OF MINNESOTA

  	
  )

  
	
   

  	
  )ss.:

  
	
  COUNTY OF RAMSEY

  	
  )

  



 


On this 1st day of
August, 2006 before me personally came Kenneth F. Spence. III, to me known,
who, being by me duly sworn, did depose and say that he is the Executive Vice President
and General Counsel of The St. Paul Travelers Companies, Inc., the corporation
described in and which executed the above instrument; and that he is authorized
to sign his name thereto.


	
  

  	
  /s/ Teri L. Heltne

  
	
   

  	
  Notary Public

  
	
   

  	
  

  



 



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THE FOREGOING
STIPULATION IS HEREBY APPROVED.


Dated:             New York, New York

August 1, 2006


 


	
   

  	
   

  
	
   

  	
   

  	
  HOWARD MILLS

  
	
   

  	
   

  	
  Superintendent of
  Insurance

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan Donnellan

  
	
   

  	
   

  	
  Susan Donnellan

  
	
   

  	
   

  	
  Deputy Superintendent
  & General Counsel

  



 



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RELEASE


This RELEASE (the “Release”)
is executed this       day of
              ,
2007 by RELEASOR (defined below) in favor
of RELEASEE (defined below).


DEFINITIONS


“RELEASOR” refers to [fill in  name                                
] and any of its affiliates, subsidiaries, associates, general or limited
partners or partnerships, predecessors, successors, or assigns, including,
without limitation, any of their respective present or former officers,
directors, trustees, employees, agents, attorneys, representatives and
shareholders, affiliates, associates, general or limited partners or partnerships,
heirs, executors, administrators, predecessors, successors, assigns or insurers
acting on behalf of RELEASOR.


“RELEASEE” refers to St.
Paul Travelers, and any of its subsidiaries, associates, general or limited
partners or partnerships, predecessors, successors, or assigns, including,
without limitation, any of their respective present or former officers,
directors, trustees, employees, agents, attorneys, representatives and
shareholders, affiliates, associates, general or limited partners or partnerships,
heirs, executors, administrators, predecessors, successors, assigns or insurers
(collectively, “St. Paul Travelers”).


“ASSURANCE” refers to an
Assurance of Discontinuance between St. Paul Travelers and the Attorney General
of the State of New York, the Attorney General of the State of Illinois and the
Attorney General of the State of Connecticut (collectively “Attorneys General”)
dated
              
2006 and an accompanying stipulation between St. Paul Travelers and the
Superintendent of Insurance of the State of New York (“NYSI”) dated
              
2006, relating to (i) investigation by each of the Attorneys General and
NYSI related to St. Paul Travelers’ alleged use of contingent commission
agreements or placement service agreements to steer business; and (ii) investigations
by each of the Attorneys General and NYSI related to St. Paul Travelers’
alleged participation in bid rigging schemes.


RELEASE


1.             In consideration for the total payment of $              
in accordance with the terms of the ASSURANCE, RELEASOR does hereby fully
release, waive and forever discharge RELEASEE from any and all claims, demands,
debts, rights, causes of action or liabilities whatsoever, including known and
unknown claims, now existing or hereafter arising, in law, equity or otherwise,
whether under state, federal or foreign statutory or common law, and whether
possessed or asserted directly, indirectly, derivatively, representatively or
in any other capacity (collectively, “claims”), to the extent any such claims
are based upon, arise out of or relate to, in whole or in part, (i) any of the
allegations, acts, omissions, transactions, events, types of conduct or matters
described in the ASSURANCE, or were subject to investigation by any of the
Attorneys General and NYSI as referenced in the ASSURANCE; (ii) any
allegations, acts, omissions, transactions, events, types of conduct or matters
that are the subject of In re: Insurance Brokerage Antitrust Litigation,
MDL No. 1663, or the actions pending in the United States District Court for
the District of New Jersey captioned In re: Insurance Brokerage Antitrust
Litigation, Civ. No. 04-5184 (FSH), and In re Employee Benefit Insurance
Brokerage Antitrust Litigation, Civ. No. 05-1079 (FSH) or any related
actions filed or transferred to the United States District Court for the
District of New Jersey that are consolidated into either of the preceding Civil
Action dockets; or (iii) any allegations of bid-rigging or of the use of 



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contingent commission agreements or placement service agreements
to steer business arising from acts or conduct on or before the date of the
ASSURANCE; provided, however, that RELEASOR does not hereby release, waive, or
discharge RELEASEE from any claims that are based upon, arise out of or relate
to (a) the purchase or sale of St. Paul Travelers’ securities; (b) St.
Paul Travelers’ Life Insurance Operations (as defined by the Assurance to which
this Release is an exhibit).


2.             In the event that the total payment referred to in
paragraph 1 is not made for any reason, then this RELEASE shall be deemed null
and void, provided that any payments received by RELEASOR shall be credited to
St. Paul Travelers in connection with any claims that RELEASOR may assert
against St. Paul Travelers, or that are asserted on behalf of RELEASOR or by a
class of which RELEASOR is a member, against St. Paul Travelers.


3.             This RELEASE may not be changed orally and shall be
governed by and interpreted in accordance with the internal laws of the State
of New York, without giving effect to choice of law principles, except to the
extent that federal law requires that federal law governs. Any disputes arising
out of or related to this RELEASE shall be subject to the exclusive
jurisdiction of the Supreme Court of the State of New York or, to the extent
federal jurisdiction exists, the United States District Court for the Southern
District of New York.


4.             Releasor represents and warrants that the claims have
not been sold, assigned or hypothecated in whole or in part.


	
  Dated: 

  	
   

  
	
  RELEASOR:

  	
   

  
	
  By:

  	
   

  
	
  Print Name:

  	
   

  
	
  Title:

  	
   

  



 


 



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