Exhibit
10.2


 


ST. PAUL TRAVELERS


EXECUTIVE OFFICER
CAPITAL ACCUMULATION PROGRAM


RESTRICTED
STOCK AWARD NOTIFICATION AND AGREEMENT


 


	
  Participant:

  	
   

  	
  Grant Date:

  
	
  Number of Shares:

  	
   

  	
   

  
	
   

  	
   

  	
  Vesting Date:

  



 


1.  Grant of Restricted Stock. This restricted stock award (“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 (the “Participant”). 
The Company hereby grants to the Participant an Award of the number of
shares of restricted Company common stock, no par value (“Common Stock”) 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.


 


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
September 15, 2004 (titled “Your St. Paul Travelers Capital Accumulation
Program”), 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, and cancellation, all of which are hereby incorporated by reference
into this award notification and agreement to the extent not otherwise set
forth herein. 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 (“Agreement”). By accepting the 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 market price of the Common Stock, 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 vesting conditions and will be canceled if
vesting 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 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) vesting
may be subject to confirmation and final determination by the Company’s Board
of Directors or a committee of the Board that conditions to vesting have been
satisfied.


 


3.
Transfer Restrictions and  Vesting.  The shares
of Common Stock of the Award are subject to the transfer restrictions set forth
in the Prospectus including, without limitation that the Participant may not
sell, assign, transfer, pledge, encumber or otherwise alienate, hypothecate or
dispose of any of the Award shares until these restrictions lapse.  The Award shall vest in full, and the
restrictions shall terminate on the Award shares, on the Vesting Date set forth
above, provided the Participant remains continuously employed by the Company or
one of its subsidiaries, and any other terms and conditions are satisfied.
Shares of Common Stock will be delivered to the Participant as soon as
practicable after the Award has vested.


 


4. Termination of, and Breaks in,
Employment.  The terms
and conditions set forth on Exhibit A hereto shall apply with respect to
terminations of, and breaks in, employment.


 


5. 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  desire or 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.


 


6. 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 this 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.


 


7. 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.


 


8. 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 grant notification and
agreement, or the terms, conditions, and restrictions of the Award as specified
in the Prospectus, the Plan shall control.


 


9. Acceptance and Agreement by
Participant. By signing below, or by accepting this agreement
in an electronic format prescribed by the Company, 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, and the
Company’s policies, as in effect from time to time, relating to the Plan


 


	
  THE ST. PAUL TRAVELERS
  COMPANIES, INC

  	
   

  	
  PARTICIPANT’S ACCEPTANCE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its duly authorized officer

  	
   

  	
  Participant’s Signature

  



 


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EXHIBIT A


 


To St.
Paul Travelers Executive Officer Capital Accumulation Program Restricted Stock
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 Awards may be
canceled before the end of the vesting term and the vesting of your Awards may
be affected.


 


The provisions in the
chart below apply to Awards made under the Plan. Additional rules for vesting
apply in cases of termination if you satisfy certain age and years of service
requirements (“Retirement Rule”) set forth below.


 


	
  If you:

  	
   

  	
  Here’s what happens to Your Restricted Shares:

  
	
  Resign, or retire (and do not
  meet the Retirement Rule)

  	
   

  	
  Vesting stops, and outstanding
  unvested restricted shares will be cancelled on the termination date.

  
	
   

  	
   

  	
   

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

  	
   

  	
  During the first 12 months of approved disability,
  outstanding unvested restricted share Awards will continue to vest on
  schedule. If you are still on an approved disability after 12 months, all
  outstanding unvested restricted share Awards will vest immediately and the
  shares will be distributed to you as soon as practical thereafter.

  
	
   

  	
   

  	
   

  
	
  Take an approved personal leave
  of absence

  	
   

  	
  The vesting of
  outstanding unvested restricted share Awards will continue during the first
  three months of an approved personal leave of absence. Once the approved
  leave of absence exceeds three months, vesting is suspended until you return
  to work and remain actively employed for 30 calendar days thereafter at which
  time vesting will be restored retroactively. If you terminate employment during
  the leave for any reason, the applicable termination provisions will apply.
  If leave exceeds one year, all restricted share Awards will be canceled.

  
	
   

  	
   

  	
   

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

  	
   

  	
  Outstanding unvested
  restricted share Awards will continue to vest while you are on an approved
  leave.

  
	
   

  	
   

  	
   

  
	
  Die

  	
   

  	
  Outstanding unvested
  restricted share Awards will vest immediately and the shares will be
  distributed to your estate as soon as practical thereafter.

  
	
   

  	
   

  	
   

  
	
  Are terminated involuntarily
  other than under the Company’s applicable separation pay plan, or any
  successor or comparable arrangement.

  	
   

  	
  Vesting stops and all
  outstanding unvested restricted share Awards are cancelled on the termination
  date.

  



 


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  Are terminated
  involuntarily under the Company’s applicable separation pay plan or any
  successor or comparable arrangement

  	
   

  	
  For an Award granted
  under CAP, on the termination date, the Base Shares (as defined below), and a
  pro-rated portion of the Premium Shares (as defined below), will vest, and
  the shares will be distributed to you as soon as practicable thereafter. The
  pro-rated portion of the Premium Shares that will vest is calculated based on
  the number of days worked in the vesting period divided by the total number
  of days in the vesting period. All remaining unvested Premium Shares will be
  forfeited on the termination date. 

   

  As used herein, (i)
  “Base Shares” means the number of shares of restricted Common Stock granted
  to you that is equal to twenty-five percent (25%) of the pre-tax value of
  your discretionary annual cash incentive divided by the fair market value of
  the Common Stock on the date of the grant; and (ii) “Premium Shares” means
  the Base Shares multiplied by 11.1%.

  



 


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

  	
   

  	
  Outstanding unvested
  restricted share Awards will continue to vest and the shares will be
  distributed at the end of the vesting period for each Award, provided that
  you do not engage in any activities that compete with the business operations
  of the Company. 

   

  If you meet the
  Retirement Rule and are terminated involuntarily, you are not subject to this
  competition provision, and outstanding restricted share Awards will vest and
  the shares will be distributed as soon a practicable following the
  termination date.

  



 


Before restricted shares
are issued to you, you will be asked to certify to the Company that you have
not engaged in any activities that compete with the business operations of the
Company since you retired, and provide such other evidence as the Company may
require. The purpose of the special Retirement Rule is to allow those employees
who leave the Company for lifestyle reasons associated with retirement to
continue to vest in their outstanding restricted share Awards, and this purpose
is not served in those situations where an employee “retires” and then competes
with the Company.


 


Notes
to the termination provisions


 


•                  In
any instance where the vesting of restricted stock Award extends past the
termination of your employment, either pursuant to the terms of the grant or by
action of a Committee of the Company’s Board of Directors, your Award will be
canceled if, in the determination of the Committee, you engage in conduct that:


 


•                  Is
in material competition with the Company’s business operations or


•                  Breaches
your duty of loyalty or is materially injurious to the Company, monetarily or
otherwise.


 


The Company may change
the provisions or the policies described in the termination provisions above at
any time.  The Company may specify other
actions that may result in the cancellation of your Award for events that occur
either while you are still employed or after your employment terminates.


 


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