Exhibit 10.4


 


	
  

  	
  St. Paul Travelers

  385 Washington Street

  St. Paul, MN 55102-1396

  651-310-7911 TEL

  www.stpaultravelers.com

  



 


 


April 27, 2005


 


 


William Heyman


1111 Park Avenue, Apt# 9C


NY, NY 10128


 


Dear Bill:


 


Pursuant to Subsection (V)(D) of the
letter agreement confirming our respective understandings and agreements
regarding your waiver of rights under The St. Paul Companies, Inc. Amended and
Restated Special Severance Policy in exchange for consideration from The St.
Paul Travelers Companies, Inc. (the “Company”) dated April 27, 2005 (the “April 2005
Letter Agreement”), the following is a general waiver and release for your
execution (hereinafter referred to as the “Letter Agreement”):


 


I.                                         GENERAL
WAIVER, RELEASE AND COVENANT NOT TO SUE 


 


A.                                   General Waiver and Release.


 


1.                                       As a material
inducement to Company to enter the 2005 Letter Agreement, and in consideration
of Company’s promise to make the payment set forth in the 2005 Letter
Agreement, you hereby knowingly and voluntarily release and forever discharge
Company and all of its subsidiaries, affiliates and related entities (the “Company
Entities”), and all of their past, present and future respective agents,
officers, directors, shareholders, employees and assigns from any federal,
state or local charges, claims, demands, actions, liabilities, suits, or causes
of action, at law or equity or otherwise, for attorneys fees or damages
(including contract, compensatory, punitive or liquidated damages) or equitable
relief, which you may ever have had, have now or may ever have or which your
heirs, executors or assigns can or shall have, against any or all of them,
whether known or unknown, on account of or arising out of your employment with
Company up through the date you execute this Letter Agreement.


 


2.                                       This release
includes, but is not limited to rights and claims arising under the Age
Discrimination in Employment Act of 1967, as amended by the Older Workers
Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, as
amended, 42 U.S.C. § 1981, the Americans with
Disabilities Act, the Worker Adjustment and Retraining Notification Act, the


 





















 


Fair Labor Standards Act, the Family and Medical Leave Act, the
Sarbanes-Oxley Act of 2002, any state or local human rights statute or
ordinance, any claims or rights of action relating to breach of contract,
public policy, personal or emotional injury, or defamation.  You specifically waive the benefit of any
statute or rule of law that, if applied to this Agreement, would otherwise
exclude from its binding effect any claims not now
known by you to exist.  This release does
not purport to waive claims arising under these laws after the date you execute
this Letter Agreement.


 


3.                                       You acknowledge
that you have reviewed the information about the offer described in the April 2005
Letter Agreement.  You acknowledge that
you have been granted at least twenty-one (21) days to consider this Letter
Agreement.  You further acknowledge that
if this Letter Agreement is not executed by you and returned to Company as specified
in this Subsection within twenty-one
(21) days from the date this Letter Agreement was presented to you, the Company’s
offer contained in the April 2005 Letter Agreement is withdrawn and
rescinded, and you will not be eligible to receive the payment described in Section I
of the April 2005 Letter Agreement. 
This duly executed Letter Agreement must be received by Company by the close of the business day on the
twenty-first (21st) after the Letter Agreement is presented to you.  Please
return this executed Letter Agreement to John P. Clifford, Jr., Senior Vice
President, Human Resources, 385 Washington Street, Mail Code 102W, Saint Paul, Minnesota 55102-1396.


 


You further acknowledge that by virtue of being presented with this
Letter Agreement, you have been advised in writing to consult with legal
counsel prior to executing this Letter Agreement.  You understand that if you execute this
Letter Agreement prior to the expiration of twenty-one (21) days, or choose to
forego the advice of legal counsel, you do so freely and knowingly, and waive
any and all future claims that such action or actions would affect the validity
of this Letter Agreement.  Any changes
made to this Letter Agreement after its first presentation to you, whether
material or immaterial, do not re-start the tolling of
this twenty-one (21) day period.


 


4.                                       You understand
that you may cancel this Letter Agreement at any time on or before the
fifteenth (15th) day following the date on which you sign this Letter
Agreement.  To be effective, the decision
to cancel must be in writing and delivered, personally or by certified mail, to
the attention of John P. Clifford, Jr., Senior Vice President, Human Resources,
385 Washington Street, Mail Code 102W, Saint Paul, Minnesota 55102-1396, on or
before the fifteenth (15th) day after you sign this Letter Agreement.  Company will make the payment under Section I
of the April 2005 Letter Agreement within 20 days after it is executed by
both parties provided that your cancellation rights as described in this Subsection expire.  If you exercise your limited right to revoke,
you agree to return any consideration received under the terms of the April 2005
Letter Agreement and that Company is released from any obligations under the April 2005
Letter Agreement.


 


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B.                                     Covenant Not to Sue.  You covenant and agree not to sue or bring
any action, whether federal, state, or local, judicial or administrative, now
or at any future time, against Company, any Company Entity, and its or their
respective agents, directors, officers or employees, with respect to any claim
released hereby or arising out of your employment with Company up through the
date you sign this Letter Agreement. 
Nevertheless, this Agreement does not purport to limit any right you may
have to file a charge under the ADEA or other civil
rights statute or to participate in an investigation or proceeding conducted by
the Equal Employment Opportunity Commission or other investigatory agency.  This Agreement does, however, waive and
release any right to recover damages under the ADEA
or other civil rights statute.


 


II.                                     MISCELLANEOUS
PROVISIONS


 


A.                                   Amendment or Termination.  This Letter Agreement may not be amended or
terminated without the prior written consent of you and Company.


 


B.                                     Execution.  This Letter Agreement may be executed in any
number of counterparts that together shall constitute but one agreement.  However, the Letter Agreement shall not be
effective until it has been executed by both parties.


 


C.                                     Assignment.  The rights and obligations described in this
Letter Agreement may not be assigned by either party without the prior written
consent of the other party, except that Company may assign its rights or
delegate its obligations to any direct or indirect wholly owned subsidiary of
The St. Paul Travelers Companies, Inc., without your consent.  This Letter Agreement shall be binding on and
inure to the benefit of our respective successors and, in your case, your heirs
and other legal representatives.


 


D.                                    Arbitration; Governing Law.  Any controversy or claim between Company and
you arising out of this Letter Agreement will be resolved by binding
arbitration in the State of Minnesota using the Laws of the State of Minnesota
in accordance with the Arbitration Rules of the American Arbitration
Association. Any judgment on the award rendered by the arbitration(s) may be
entered in any court having jurisdiction over such matters.


 


If you are in agreement with the terms of this letter, please indicate
that acceptance by signing below. Keep one original for your files and return
the other to me. To the extent that the content of this letter conflicts in any
way with previous written or oral communication between you, me or any other
representatives of The St. Paul Travelers Companies, Inc., the content of this
letter will control and take precedence over such previous communication.


 


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  Entered into this 29th day of April, 2005.

  	
   

  
	
   

  	
   

  
	
  WILLIAM HEYMAN

  	
  THE ST. PAUL TRAVELERS

  COMPANIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
     /s/ William H. Heyman

  	
   

  	
  By:

  	
     /s/ John P. Clifford

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
     4/29/05   SVP- HR

  	
   

  
					



 


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