Exhibit 10.20


 


ST. PAUL TRAVELERS


 PERFORMANCE SHARE AWARD NOTIFICATION AND
AGREEMENT [U. S.]


12.]


 


	
  Participant:

  	
   

  	
  Grant Date:

  	
   

  	
   

  
	
  Target Number of Performance Shares:

  	
   

  	
   

  	
   

  	
   

  
	
  Performance Period: January 1, 2006 to
  December 31, 2008

  	
   

  	
   

  	
   

  	
   

  



 


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 of
the Company or a subsidiary of the Company (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 [              ]
(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.


 


4.              Vesting. The
Participant’s right to the Performance Shares vests on the last day of the
Performance Period if the Participant remains continuously employed by the
Company or one of its subsidiaries on such day. If the Participant’s employment
with the Company and its subsidiaries terminates during the Performance Period,
the Participant’s rights to the Performance Shares will be determined in
accordance with Exhibit A.


 

















 


5.              Settlement of Award.
The number of Performance Shares earned by the Participant (which shall
include any additional Performance Shares credited to the Participant’s account
pursuant to Section 6) shall be calculated based on the Performance
Earnout Schedule table 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 and earned 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 target 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 Earnout Schedule.


 


7.              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 forms or 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 or internet site to which
Participant has access.


 


8.              Administration. In
administering the Plan, or to comply with applicable legal, regulatory, tax, or
accounting requirements, it may be necessary for the Company or the
subsidiary employing the Participant to transfer certain Participant data to
the Company, its subsidiaries, 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.


 


9.              Entire Agreement; No
Right to Employment. The Agreement constitutes the entire understanding
between the parties hereto regarding the Award and supersedes all previous
written, oral, or implied understandings between the parties hereto about the
subject matter hereof. Nothing contained herein, in the Plan, or in the Prospectus
shall confer upon the Participant any rights to continued employment or
employment in any particular position, at any specific rate of compensation, or
for any particular period of time.


 


10.       Arbitration; Conflict. Any
disputes under this Agreement shall be resolved by arbitration in accordance
with the Company’s arbitration policies. In the event of a conflict between the
Plan and this award notification and agreement, or the terms, conditions, and
restrictions of the Award as specified in the Prospectus, the Plan shall
control.


 


11.       Non-Solicitation and
Non-Disclosure Agreement. The Participant agrees to be bound by the terms
of the Non-Solicitation and Non-Disclosure Agreement attached hereto as Exhibit C,
which provides for the consequences set forth therein in the event the
Participant breaches the non-solicitation and non-disclosure covenants
contained therein, as more fully described in Exhibit C.


 


12.       Acceptance and Agreement by
Participant; Forfeiture upon Failure to Accept. By clicking the button
below, Participant accepts the Award and agrees to be bound by the terms,
conditions, and restrictions set forth in the Prospectus, the Plan, this
notification and agreement, the Non-Solicitation and Non-Disclosure Agreement
and the Company’s policies, as in effect from time to time, relating to the
Plan.


 


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EXHIBIT A


 


To St.
Paul Travelers Performance Share Award Notification and Agreement


 


When you leave the Company


 


References to “you” or “your” are to the Participant


 


If you terminate your employment or if there’s a break in your
employment, your Award may be canceled before the end of the Performance
Period and your rights to vesting and settlement of your Award may be
affected.


 


The provisions in the chart below apply to Awards made under the Plan.
Additional rules for vesting and settlement of your Award apply in cases
of termination 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, or retire (and 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 a payout
  equal to 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 worked in the Performance Period divided
  by the total number of days in the Performance Period. Any such payout will
  be made 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 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 an such leave of absence.

  
	
   

  	
   

  	
   

  
	
  Die

  	
   

  	
  Your estate will be entitled to receive a
  payout equal to the number of shares of Common Stock you would have received
  at the target level of performance (which is equal to the target number of
  Performance Shares set forth at the beginning of this Award), multiplied by a
  fraction equal to the number of days worked in the Performance Period divided
  by the total number of days in the Performance Period. Any such payout will be
  made as soon as administrative possible following your death.

  
	
   

  	
   

  	
   

  
	
  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.

  



 


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  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.



  



 


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:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Meet the Retirement Rule

  	
   

  	
  You will be entitled to receive a payout 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 worked in the Performance Period divided by the total number of days in
  the Performance Period. Any such payout will be made at the time of
  settlement of the Performance Shares after the end of the Performance Period.

  



 


Notes to the termination
provisions


•                  The
Committee determines what constitutes “gross misconduct” and “cause.”


 


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EXHIBIT B


 


To St.
Paul Travelers Performance Share Award Notification and Agreement


 


Performance Earnout Schedule:


 


	
  Performance Period ROE*

  	
   

  	
  % of Target Performance Shares
  Earned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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EXHIBIT C


 


NON-SOLICITATION
AND NON-DISCLOSURE AGREEMENT


 


THIS NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT (“Agreement”) is a part of
the terms and conditions of the award issued by The St. Paul Travelers
Companies, Inc., a Minnesota corporation with its principal place of
business located in St. Paul, Minnesota and its affiliated entities
(collectively, the “Company”), in favor of the participant named in the term
sheet (the “Employee”) to which this Agreement is attached as an exhibit.


 


WITNESSETH:


 


WHEREAS, the
Employee is employed by the Company; and


 


WHEREAS, the Company
is engaged in the business of marketing and selling insurance and
insurance-related products throughout the United States.


 


NOW, THEREFORE, in
consideration of the promises and the mutual covenants and obligations
hereinafter set forth, the parties agree as follows:


 


1.                                      Consideration. As consideration for
the execution of this Agreement, the Employee acknowledges receipt of an
award(s) issued pursuant to the Company’s 2004 Stock Incentive Plan (the “Consideration”),
as evidenced by term sheet(s) setting forth the terms and conditions of such
award(s) to which this Agreement is attached as an exhibit, which constitutes
good, valuable and independent consideration for all of Employee’s covenants
and obligations in this Agreement and above and beyond any compensation
Employee is entitled to receive from the Company.


 


2.                                      Non-Disclosure of Confidential Information.


 


(a)                                  Employee
recognizes that the Company has developed information that is confidential,
proprietary and/or nonpublic that is related to its business, operations,
services, finances, clients, customers, policyholders, vendors and agents (“Confidential
Information”). Employee understands and agrees that he/she is prohibited from
using, disclosing, divulging or misappropriating any Confidential Information
for his/her own personal benefit or for the benefit of any person or entity,
except that Employee may disclose Confidential Information pursuant to a
properly issued subpoena, court order, other legal process, or official inquiry
of a federal, state or local taxing authority, or other governmental agency
with a legitimate legal right to know the Confidential Information. If
disclosure is compelled of Employee by subpoena, court order or other legal
process, or as otherwise required by law, Employee agrees to notify Company as
soon as notice of such process is received and before disclosure and/or
appearance takes place. Employee will use reasonable and prudent care to
safeguard and prevent the unauthorized use or disclosure of Confidential
Information. Confidential Information shall not include any information
that:  (a) is or becomes a part of
the public domain through no act or omission of Employee or is otherwise
available to the public other than by breach of this Agreement; (b) was in
Employee’s lawful possession prior to the disclosure and had not been obtained
by Employee either directly or indirectly as a result of Employee’s employment
with or other service to the Company; (c) is disclosed to Employee by a
third party who has authority from the Company to make such disclosure and such
disclosure to Employee is not confidential; or (d) is independently
developed by Employee outside of Employee’s employment with the Company and
without the use of any Confidential Information. Employee further acknowledges
that Employee, in the course of employment, has had and will have access to
such Confidential Information.


 


(b)                                 Employee
agrees that every document, computer disk, electronic file, computerized
information, computer software program, notation, record, diary, memorandum,
development, investigation, or the like, and any method or manner of doing
business of the Company containing Confidential Information made or acquired by
the Employee during employment by the Company is and shall be the sole and exclusive
property of Company. The Employee will deliver the same (and every copy, disk,
abstract, summary, or reproduction of the same made by or for the Employee or
acquired by the Employee) whenever the Company may so require and in any
event prior to or at the termination of employment. Nothing in Section 2
is intended or shall be interpreted to mean that the Company may withhold
information, including computerized information, relating to Employee’s
personal contacts and personal information that may be stored or contained
in Employee’s physical or electronic files. The Company further agrees not to
unreasonably withhold information relating to Employee’s business-related
contacts, to the extent such information falls outside the definition of
Confidential Information set forth in Section 2(a) above.


 


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3.                                      Non-Solicitation/Non-Interference.


 


(a)                                  The
parties understand and agree that this Agreement is intended to protect the
Company against the Employee raiding its employees and/or its business during
the twelve (12) month period following the Separation Date (whether voluntary
or involuntary) (the “Restricted Period”), while recognizing that after
conclusion of his/her employment (the “Separation Date”), Employee is still
permitted to freely compete with the Company, except to the extent Confidential
Information is used in such solicitation and subject to certain restrictions
set forth below. Further, nothing in this Agreement is intended to grant or
limit any rights or claims as to any future employer of Employee. To this end,
any court considering the enforcement of this Agreement for a breach of this
Agreement, must accept this statement of intent.


 


(b)                                 After
Employee has left the employment of the Company and during the Restricted
Period, Employee will not seek to recruit or solicit, or assist in recruiting
or soliciting, participate in or promote the solicitation of, interfere with,
attempt to influence or otherwise affect the employment of any person who was
or is employed by the Company at any time during the last three months of
Employee’s employment or thereafter. Further, Employee shall not, on behalf of
himself/herself or any other person, hire, employ or engage any such person. The
parties agree that Employee shall not directly engage in the aforesaid conduct
through a third party for the purpose of colluding to avoid the restrictions in
this Agreement. However, nothing in this Agreement precludes Employee 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 Company, provided that
Employee does not specifically direct such third party to specifically target
the Company’s employees generally or specific individual employees of the
Company.


 


(c)                                  After
Employee has left the employment of the Company, accepts a position as an
employee, consultant or contractor with a direct competitor of the Company, and
during the Restricted Period, Employee will not utilize Confidential
Information to seek to solicit or assist in soliciting, participate in or
otherwise promote the solicitation of, interference with, attempt to influence
or otherwise affect any person or entity, who is a client, customer,
policyholder, or agent of the Company, to discontinue business with the
Company, and/or move that business elsewhere. Employee also agrees not to be
directly and personally involved in the negotiation or solicitation of any individual
book roll over(s) or other book of business transfer arrangements involving the
transfer of business away from Company, even if Confidential Information is not
involved. However, nothing in this Agreement precludes the Employee from
directing a third party (including but not limited to employees of his/her
subsequent employer) to solicit, compete for, negotiate and execute book roll
over deals or other book of business transfer arrangements provided that (i) Confidential
Information provided by the Employee is not used, (ii) Employee is not
personally and directly involved in such negotiations, and (iii) Employee
does not direct such third party to target specific agents of Company. Furthermore,
nothing in this Agreement precludes the Employee from freely competing with the
Company including but not limited to competing on an account by account or deal
by deal basis to the extent that he/she does not use Confidential Information.


 


4.                                      Forfeiture of Consideration; Other Remedies.
Employee agrees that if Employee breaches this Agreement during the Restricted
Period, Employee will immediately forfeit any award that has not yet been paid,
exercised or vested and that serves as Consideration for this Agreement. In
addition, the Company will be entitled to recapture from Employee any and all
compensatory value that Employee received within twelve months prior to or
twelve months after the Separation Date from any award that has already been
paid, exercised or vested and that serves as Consideration for this Agreement. The
value subject to recapture includes the amount of any cash payment made to
Employee upon exercise or settlement of the award, and/or the amount included
as compensation in the taxable income of Employee upon vesting or exercise of
the award. Employee will promptly pay the full amount subject to recapture to
the Company upon demand in the form of cash or shares of Company Common
Stock with a current fair market value equal to the amount subject to recapture.
In addition to the remedies set forth in Sections 2, 3 and 4 of this Agreement,
Company may avail itself of any other remedies available under statute or
common law.


 


5.                                      Consent
to Jurisdiction. Jurisdiction and venue for enforcement of this
Agreement, and for resolution of any dispute under this Agreement, shall be
exclusively in the federal or state courts in the state and county where the
Employee resides at the time that the Company commences an action under this
Agreement. Employee agrees to notify Company of any changes in his/her residence
after the Separation Date.


 


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6.                                      Modification. This Agreement may not
be terminated or modified without the express written consent of both the
Employee and the Company.


 


7.                                      Employment At Will. Employee
specifically recognizes and agrees that nothing in this Agreement shall be
deemed to establish an employment relationship on a basis other than terminable
at will, that the Company is not obligated to continue Employee’s employment
for any particular period, and that this Agreement is not an employment
agreement for continued employment.


 


8.                                      Governing Law. This Agreement shall
be construed, interpreted and applied in accordance with the laws of the State
of Minnesota.


 


9.                                      Waiver. The waiver of a breach of any
provision of this Agreement shall not operate as or be construed as a waiver of
any subsequent breach of this Agreement.


 


10.                               Severability.
If any provision, section or subsection of this Agreement is adjudged
by any court to be void or unenforceable in whole or in part, this adjudication
shall not affect the validity of the remainder of the Agreement, including any
other provision, section or subsection. Each provision, section, and subsection of
this Agreement is separable from every other provision, section and subsection and
constitutes a separate and distinct covenant. Both Employee and the Company
agree that if any court rules that a restriction contained in this
Agreement is unenforceable as written, the parties will: (a) jointly
request and consent to the reformation of the restriction by the court to the
extent necessary to make the Agreement enforceable, and (b) not to seek to
enforce the ruling in any state other than the state where the ruling was made.


 


11.                               Assignment.
This Agreement shall be binding upon and inure to the benefit of the Company,
its successors and assigns and to the benefit of Employee, his/her heirs and
legal representatives. This Agreement is not assignable by Employee. This
Agreement may be assigned by the Company. Employee transfers to any
corporate parent, affiliate or subsidiary of the Company shall constitute an
assignment.


 


12.                               Entire
Agreement. This Agreement and any award agreement or term sheet
documenting the equity award(s) that constitutes the Consideration constitute
the entire Agreement and understanding between the Company and the Employee
concerning the subject matters hereof. No modification, amendment, termination
or waiver of this Agreement shall be binding unless in writing and signed by a
duly authorized representative of the Company. Employee acknowledges and
represents that s/he has carefully read this Agreement, that s/he has
considered the terms and conditions contained herein, and that s/he voluntarily
assents to all of these terms and conditions, and that s/he is accepting this
Agreement by Employee’s own free will.


 


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THE ST. PAUL TRAVELERS COMPANIES, INC.


 


PARTICIPANT’S
ACCEPTANCE


 


(Click
on the button below to accept the terms of your Award, including the terms of
the Non-Solicitation and

Non-Disclosure Agreement. You will not be able to undo this change.)


 


AGREE/ACCEPT


 


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