Exhibit 10.5


 


CONFIDENTIAL SEPARATION AGREEMENT


 


This
Confidential Separation Agreement (“Agreement”) is made and entered into as of
the last date indicated below between The Travelers Indemnity Company (the
“Company,” and together with The St.
Paul Travelers Companies, Inc. and
its subsidiaries,
affiliates, successors and assigns, collectively, the “Company Entities”), and
the undersigned employee, T. Michael Miller (“Miller”).


 


Company
and Miller wish to provide for the separation of Miller’s employment relationship
with Company, the termination of all agreements that may have existed between
Miller and any Company Entity, and for a full and final settlement of any and
all actual and potential disputes arising out of Miller’s employment or the
separation of that employment, without any admission of any kind by either
party.


 


Therefore,
in consideration of the mutual promises and agreements set forth in this
Agreement, Company and Miller agree as follows:


 


I.                                         EMPLOYMENT
SEPARATION


 


A.                                   Separation Date.  Miller is terminated from all active
employment and all offices and positions within any Company Entity effective on
the separation date (“Separation Date”) stated in the Separation Payment Schedule (“Schedule”)
that accompanies this Agreement.


 


B.                                     Separation.  Effective on the Separation Date, Miller shall
have no duties and no authority to make any representations or commitments on
behalf of any Company Entity as an employee or in any capacity whatsoever.  Thereafter, Miller shall have no further
rights deriving from Miller’s employment by Company or any Company Entity, and
shall not be entitled to any further compensation or non-vested benefits,
except as provided in this Agreement. 
Consistent with Subsection IV(A)(3) of this Agreement, Miller has
forty-five (45) days to consider whether to accept Company’s offer of severance
as stated in this Agreement.    If this Agreement is
not duly executed by Miller and timely returned to Company as specified in Subsection IV(A)(3)
or if Miller revokes Miller’s acceptance of this Agreement as set forth in Subsection IV(A)(4),
Company’s offer will be revoked or Company’s obligations under this Agreement
will be rescinded, as applicable, and Miller will not be eligible to receive
any of the compensation or benefits described in Section II of this
Agreement and the accompanying Schedule (the “Consideration”).


 


II.                                     CONSIDERATION


 


In
exchange for the promises contained in Section III and the Waiver and
Release of Claims and Covenant Not To Sue set forth in
Section IV, and subject to the terms and conditions 


 


 


	
  4-15-05

  	
   

  	
  /s/ T. Michael Miller

  	
   

  
	
  Date

  	
   

  	
  T. Michael Miller

  	
   

  



 





















 


set
forth in this Agreement, Company agrees to provide Miller with the
Consideration set forth in this Section II.  Consistent with applicable law, the amounts
payable herein are subject to reduction for any amounts Miller owes to Company,
as determined by Company.  If Miller
elects not to sign this Agreement, Miller shall receive only those benefits and
payments required by law, and the applicable benefits described in Section I.


 


A.                                   Basic Severance Payment.  Conditioned upon the restrictions outlined in
the various Subsections of this Agreement, Miller will receive three times (3x)
the amount of Miller’s annual base salary (as of April 1, 2004) and target
bonus.  The estimated amount of the
payment to which Miller will be entitled if this Agreement is executed is
listed in the accompanying Schedule. 
This severance payment will be paid in a lump sum within the time frame
provided for in Subsection IV(A)(4).   In the event of Miller’s death, any unpaid
severance payments pursuant to Section II of this Agreement will be paid
in a lump sum to Miller’s estate or to such other person as Miller may
designate in a written request delivered to Company before Miller’s death.


 


1.                                       Effect of Parachute Payment Rules.  If the Internal Revenue Code would
otherwise impose an excise tax on the severance payment Miller receives because
the payment is considered an “excess parachute payment,” the Company shall
provide a gross-up payment to offset the excise tax.  However, if the severance payment would not
be subject to the excise tax if it were reduced by less than 10% of the portion
that would be treated as an “excess parachute payment” under the Internal
Revenue Code, then the severance amount shall be reduced to the maximum amount
that could be paid without giving rise to the excise tax.


 


2.                                       Offsets. 
If Miller is eligible on account of Miller’s termination of
employment to receive any amounts under any other plan, policy of, or agreement
with any Company Entity, the basic severance payment will be reduced by the
amount(s) Miller receives under the other plan, policy or agreement.


 


B.                                     Continued Benefits.                                    Conditioned
upon the restrictions outlined in the various Subsections of this Agreement,
medical, dental, AD&D and life insurance may be
continued for up to three years after termination, unless Miller becomes
reemployed and is eligible to receive any of the above-described benefits from
Miller’s new employer.  Miller is
obligated to notify Company of the receipt of such benefits.  The cost of coverage will be a proportional
amount equal to the same proportion of Miller’s shared costs prior to
termination.  Miller will be billed
monthly for his benefits.  If Miller does
not pay in a timely fashion, these benefits will be discontinued.


 


C.                                     Outplacement Services.  Conditioned upon the restrictions outlined in
the various Subsections of this Agreement, Miller will receive either
outplacement services, at Company’s expense, from Lee Hecht Harrison under the
plan specified in the Schedule, or a cash payment equivalent to the value of
such services.


 


 


	
  4-15-05

  	
   

  	
  /s/ T. Michael Miller

  	
   

  
	
  Date

  	
   

  	
  T. Michael Miller

  	
   

  



 


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D.                                    Satisfaction of Obligations.  The Consideration to be provided under Section I
and Section II of this Agreement are in satisfaction of, and not in
addition to, payments otherwise provided under The St. Paul Companies, Inc.
Amended and Restated Special Severance Policy, any other Company Entity
severance plan or any other severance plan under which Miller asserts Company
is obligated to provide benefits.


 


E.                                      Acknowledgment.  Miller acknowledges that the
consideration provided in this Agreement is good and valuable consideration in
exchange for this Agreement, and includes payments and benefits to which Miller
is not otherwise entitled.


 


F.                                      Withholding.  Company will withhold from the compensation
and benefits payable to Miller under Sections I and II of this Agreement all
appropriate deductions for employee benefits, if applicable, and the amounts
necessary for Company to satisfy its withholding obligations under Federal,
state and local income and employment tax laws.


 


III.                                 MILLER’S
COVENANTS TO COMPANY


 


The
parties desire to provide for the protection of the business, good will,
confidential information, relationships and other proprietary rights of the
Company Entities.  Accordingly, Miller
agrees to the following:


 


A.                                   Property of Company.  By the Separation Date, Miller will return to
Company all Company Entity property, including, but not limited to all
identification cards; files; computer hardware, software, equipment and disks;
keys; company owned or leased vehicles; credit cards; and records.


 


B.                                     Future Conduct.  Miller agrees not to engage in any form of
conduct, or make any statements or representations, that disparage or otherwise
harm the reputation, good will or commercial interests of any Company Entity or
its management.


 


In
addition, Miller agrees to cooperate fully with Company, including its
attorneys or accountants, in connection with any potential or actual
litigation, other real or potential disputes, internal investigations, or
government investigations, which directly or indirectly involves Company or any
Company Entity.  Miller agrees to appear
as a witness voluntarily, upon Company’s request, regardless of whether served
with a subpoena, and be available to attend depositions, court proceedings,
consultations or meetings regarding investigations, litigation or potential
litigation, as requested by Company. 
Company acknowledges that these efforts, if necessary, will impose on
Miller’s time and would likely interfere with other commitments Miller may have
in the future.  Consequently, Company
shall attempt to schedule such depositions, court proceedings,
consultations or meetings in coordination with Miller’s schedule, but Miller
recognizes that scheduling of certain court proceedings, including depositions
and trials, may be beyond Company’s control. 
Likewise, Company agrees to 


 


 


	
  4-15-05

  	
   

  	
  /s/ T. Michael Miller

  	
   

  
	
  Date

  	
   

  	
  T. Michael
  Miller

  	
   

  



 


3





















 


compensate Miller for
Miller’s time hereunder at a rate of one hundred percent (100%) of Miller’s base salary as of the Separation Date stated as
an hourly rate, for actual time spent traveling to and from and attending such
depositions, consultations or meetings, not to include ancillary time spent at
hotels and related locations during evenings between proceedings.  Company also agrees to reimburse Miller for
the out-of-pocket expenditures actually and reasonably incurred by Miller in
connection with the performance of the services contemplated by this
Subsection, including hotel accommodations, air transportation and meals consistent
with Company’s generally-applicable expense reimbursement policies.  It is expressly understood by the parties
that any compensation paid by Company to Miller under this Subsection shall
be in exchange for Miller’s time and is not intended or understood to be
dependent upon the character or content of any information Miller discloses in
good faith in any such proceedings, meetings or consultation.


 


C.                                     Confidentiality of this Agreement.  Miller and Company agree that this Agreement
and its terms will be regarded as confidential communications between the
parties, and that neither they nor their counsel will reveal or disclose either
the terms or the substance of this Agreement to any other person, except as
required by securities laws, 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 terms or
substance of this Agreement, and further that Company may reveal the existence
and terms of this Agreement to any government agency or staff.  This restriction applies to any members of
the public, and to any current, future or former employees of any Company
Entity.  If disclosure is compelled of
Miller by subpoena, court order or other legal process, or as otherwise
required by law, Miller agrees to notify Company as soon as notice of such
process is received and before disclosure takes place. Notwithstanding these
provisions, Miller and his representatives and other agents may disclose to any
and all persons the United States federal income tax treatment of the
transaction described in this Agreement (the
“Tax Treatment”) and any fact, or the
content of any verbal discussion, that
may be relevant to understanding the Tax Treatment and all materials of any kind (including opinions or other
tax analyses) that are provided to Miller relating to such Tax Treatment and
tax structure, except where confidentiality is reasonably necessary to comply
with securities laws.  Miller may further
disclose the terms of this Agreement to members of Miller’s immediate family,
Miller’s accountant or financial advisor, and Miller’s attorney upon their
agreement to maintain this Agreement in strict confidence, as set forth in this
Subsection.  Miller may also disclose the
contents of any or all of Section III of this Agreement to prospective or
subsequent employers who have a legitimate business interest in knowing of
these covenants, upon their agreement to maintain this Agreement in strict
confidence, as set forth in this Subsection. 
Further, nothing in this Subsection limits Company’s ability to
disclose the information internally or externally to those persons with a
legitimate business reason to have access to the information.


 


D.                                    Confidential Information.  Miller acknowledges that he has had access to
confidential and proprietary business information of Company Entities (“Confidential
Information”).  For all time, Miller
agrees that he shall not, without the proper written authorization of Company,
directly or indirectly use, divulge, furnish or make accessible to any person
any Confidential Information, but instead shall keep all Confidential
Information strictly 


 


 


	
  4-15-05

  	
   

  	
  /s/ T. Michael Miller

  	
   

  
	
  Date

  	
   

  	
  T. Michael
  Miller

  	
   

  



 


4





















 


and
absolutely confidential.  Miller 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 Miller or is otherwise available to the public
other than by breach of this Agreement; (b) was in Miller’s lawful possession
prior to the disclosure and had not been obtained by Miller either directly or
indirectly as a result of his employment with the Company; (c) is disclosed to
Miller by a third party who has the right to make such disclosure; or (d) is
independently developed by Miller outside of his employment with Company and without
access to Confidential Information.


 


Miller expressly
acknowledges that the terms of this Subsection are material to this
Agreement, and if Miller breaches the terms of this Subsection, Miller shall be
responsible for all damages and, at the election of Company, the return of all
consideration allocated therefore, without prejudice to any other rights and
remedies that Company may have.


 


Miller further
acknowledges and agrees that the Confidential Information and special knowledge
acquired during Miller’s employment with Company is valuable and unique, and
that breach by Miller of the provisions of this Agreement as described in this
Subsection will cause Company Entities irreparable injury and damage that
cannot be reasonably or adequately compensated by money damages.  Miller, therefore, expressly agrees that
Company Entities shall be entitled to injunctive or other equitable relief in
order to prevent a breach of this Agreement or any part thereof, in addition to
such other remedies legally available to Company Entities.  Miller expressly waives the claim that
Company Entities have an adequate remedy at law.


 


E.                                      Covenants
Not to Solicit/Interfere.  Miller acknowledges and agrees that, by
virtue of opportunities derived from his access to Confidential Information and
employment with Company, Miller is capable of significantly and adversely
impacting the existing relationships of Company Entities with their clients,
customers, policyholders, vendors, consultants, employees, and/or agents.  Miller acknowledges that Company Entities
have a legitimate interest in protecting these relationships against
solicitation and/or interference by Miller for a reasonable period of time
following the Separation Date. 
Accordingly, the parties agree that the Covenants described in Section III(E) and its subparts shall apply for a duration of twelve
(12) months following the Separation Date (“the Restricted Period”).  Miller acknowledges and agrees that the
Covenants described in Section III(E) are
expressly intended to protect and preserve the legitimate business interests
and goodwill of Company Entities.  Miller
further acknowledges that the consideration described in Section II of
this Agreement includes fair consideration for these Covenants.  Miller further acknowledges and agrees
that Miller’s breach of this Section III(E) and
its subparts will cause Company Entities irreparable injury and damage that
cannot be reasonably or adequately compensated by monetary damages.  Miller, therefore, expressly agrees that
Company Entities shall be entitled to injunctive or other equitable relief in
order to prevent a breach of this Section and its subparts, in addition to
such other remedies as are legally available to Company Entities.  Miller expressly waives the claim that
Company Entities have an adequate remedy at law.


 


 


	
  4-15-05

  	
   

  	
  /s/ T. Michael Miller

  	
   

  
	
  Date

  	
   

  	
  T. Michael
  Miller

  	
   

  



 


5





















 


1.                                       Solicitation of Employees. Miller
shall not, without the prior written consent of the Company, at any time prior
to the Separation Date or during the Restricted Period, directly or indirectly,
solicit, participate in or promote the solicitation of, interfere with, attempt
to influence or otherwise affect the employment of any person, with the exception
of Linda Wing, who was or is employed by any Company Entity on the Separation
Date or thereafter to leave the employ of Company or, on behalf of Miller or
any other person, hire, employ or engage any such person. Miller further agrees
that, during such time, if a person who is employed by any Company Entity
contacts Miller about prospective employment, Miller will inform such person
that Miller cannot discuss the matter. 
For purposes of this Subsection III(E)(1), requests for consent
must be delivered via facsimile to John P. Clifford, Jr., Senior Vice President
of Human Resources for the Company (or his successor) with the original sent
via certified mail to Kenneth F. Spence, III, Executive Vice President and
General Counsel for the Company (or his successor).


 


2.                                       Solicitation of and/or Interference with Existing
Commercial Relationships. 
Miller shall not, without the prior written consent of the Company, at
any time prior to the Separation Date or during the Restricted Period, directly
or indirectly, solicit any person or entity, who or that, as of the Separation
Date, was or is a client, customer, policyholder, vendor, consultant or agent
of any Company Entity, to discontinue business with any Company Entity, and/or
move that business elsewhere or otherwise change an existing customer
relationship with any Company Entity. 
Miller further agrees that, during such time, if such a client,
customer, policyholder, vendor, consultant or agent contacts Miller about
discontinuing business with any Company Entity, and/or moving that business
elsewhere, or otherwise changing an existing commercial relationship with any
Company Entity, Miller will inform such client, customer, policyholder, vendor,
consultant or agent that Miller cannot discuss the matter without notifying
Company.  Prior to any discussion of the
matter, Miller is obligated to notify Company of the name of the person who
made the contact, the customer, policyholder, vendor, consultant or agent with
whom the person is affiliated, and the nature and the date of the contact.
After notifying Company of the contact, Miller must receive written consent
from the Company before discussing the matter with such client, customer,
policyholder, vendor, consultant or agent. 
For purposes of this Subsection III(E)(2),
notification and requests for consent must be delivered via facsimile and
certified mail to Kenneth F. Spence, III, Executive Vice President and General
Counsel of the Company (or his successor).


 


IV.                                GENERAL WAIVER,
RELEASE AND COVENANT NOT TO SUE BY MILLER


 


A.                                   General Waiver and Release by Miller.


 


1.                                       As
a material inducement to Company to enter into this Agreement, and in
consideration of Company’s promise to make the payments set forth in this
Agreement, Miller hereby knowingly and voluntarily releases and forever
discharges Company Entities, and all of 


 


 


	
  4-15-05

  	
   

  	
  /s/ T. Michael Miller

  	
   

  
	
  Date

  	
   

  	
  T. Michael
  Miller

  	
   

  



 


6





















 


their affiliates,
parents, subsidiaries and related entities, and all of their past, present and
future respective agents, officers, directors, shareholders, employees,
attorneys and assigns from any federal, state or local charges, claims,
demands, actions, liabilities, suits, or causes of action, at law or equity or
otherwise and any and all rights to or claims for continued employment after
the Separation Date, attorneys fees or damages (including contract,
compensatory, punitive or liquidated damages) or equitable relief, which he may
ever have had, has now or may ever have or which Miller’s 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 Miller’s employment with Company or
the separation thereof, including, without limitation, any entitlement to
benefits under (i) The St. Paul Companies, Inc.
Capital Accumulation Plan premised upon the grant issued to you in calendar
year 2004 and (ii) The St. Paul Travelers Capital Accumulation Program Granted
Under The St. Paul Travelers Companies, Inc. 2004 Stock Incentive Plan premised
upon the granted issued to you in calendar year 2005.


 


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, defamation, protection of “whistleblowers,” additional
compensation, or fringe benefits. Miller specifically waives 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 Miller to exist.  This release
does not purport to waive claims arising under these laws after the date of
this Agreement.


 


3.                                       This
Agreement is presented to Miller on or before the presentation date set forth
in the Schedule.  Miller acknowledges
that he has reviewed the information about the severance offer described above
and given to him as part of this Agreement and accompanying Schedule.  Miller acknowledges that he has been granted
at least forty-five (45) days within
which to consider this Agreement.  Miller
further acknowledges that if this Agreement is not duly executed by Miller and
returned to Company as specified in this Subsection within forty-five (45) days from the
date this Agreement was presented to Miller, Company’s
severance offer contained in this Agreement is withdrawn and rescinded, and
Miller will not be eligible to receive any of the severance payments described
in Section II of this Agreement and the accompanying Schedule.  This duly executed Agreement must be received by Company by the close of the business day on the
forty-fifth (45th) day
after the presentation date set forth in
the Schedule.  The
Agreement must be delivered to Company 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.


 


Miller
further acknowledges that by virtue of being presented with this Agreement, he
has been advised in writing to consult with legal counsel prior to executing
this 


 


 


	
  4-15-05

  	
   

  	
  /s/ T. Michael Miller

  	
   

  
	
  Date

  	
   

  	
  T. Michael Miller

  	
   

  



 


7





















 


Agreement.  Miller understands that if he executes this
Agreement prior to the expiration of forty-five (45) days, or chooses to forego
the advice of legal counsel, he does so freely and knowingly, and waives any
and all future claims that such action or actions would affect the validity of
this Agreement.  Miller acknowledges that
any changes made to this Agreement after its first presentation to Miller,
whether material or immaterial, do not re-start the
tolling of this forty-five (45) day period.


 


4.                                       Miller
understands that he may cancel this Agreement at any time on or before the
fifteenth (15th) day following the date on which he signs the Agreement.  To be effective, the decision to cancel must
be in writing and delivered to Company, 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 Miller signs the Agreement.  Company will begin to make the payments under
Section II either (a) within thirty days of the Separation Date, or (b)
within ten (10) days after Miller’s cancellation rights as described in this
Subsection expire, whichever is later. 
If Miller exercises his limited right to revoke, or if the release
provisions of Section IV are held invalid for any reason whatsoever,
Miller agrees to return any consideration received under the terms of this
Agreement and that Company is released from any obligations under this
Agreement.


 


B.                                     Covenant Not to Sue.  Miller covenants and agrees 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 Miller’s employment with Company.  Nevertheless, this Agreement does not purport
to limit any right Miller 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.


 


V.                                    MISCELLANEOUS
PROVISIONS


 


A.                                   Non-Assignment of Claims.  Miller represents and warrants that Miller
has not sold, assigned, transferred, conveyed or otherwise disposed of to any
third-party, by operation of law or otherwise, any action, cause of action,
suit, debt, obligation, account, contract, agreement, covenant, guarantee,
controversy, judgment, damage, claim, counterclaim, liability or demand of any
nature whatsoever relating to any matter covered by this Agreement.


 


B.                                     Successors.  This Agreement shall be binding upon,
enforceable by and inure to the benefit of Miller’s personal or legal
representatives, executors, administrators, successors, heirs, distributees, devisees and legatees and Company and any
successor company, but neither 


 


 


	
  4-15-05

  	
   

  	
  /s/ T. Michael Miller

  	
   

  
	
  Date

  	
   

  	
  T. Michael
  Miller

  	
   

  



 


8





















 


this
Agreement nor any rights or payments arising hereunder may be assigned, pledged,
transferred or hypothecated by Miller.


 


C.                                     Arbitration; Governing Law.  To
secure any benefit under The St. Paul Companies, Inc. Amended and Restated
Special Severance Policy (“Policy”) or other plan or program subject to the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Miller must follow the claims procedure for such
Policy, plan or program, as set forth its governing document or summary plan
description.  To the extent arbitration
is required in connection with an appeal of a denied claim made under such
claims procedure, and with respect to any other claim or dispute arising under
or in connection with the Agreement, Miller and Company agree that such claim
or dispute shall be settled exclusively by arbitration in the city nearest to
Miller’s place of residence in which a United States District Court is
situated, by three arbitrators in accordance with the rules of the American
Arbitration Association then in effect. 
Any decision in arbitration shall be binding except to the extent that
binding arbitration is prohibited by ERISA.  Company shall bear all costs and expenses
arising in connection with any arbitration proceeding.  Nothing contained in this Subsection V(C)
shall limit any Company Entity’s right to obtain equitable or injunctive relief
in connection with enforcing Miller’s covenants under Section III or Section IV
of this Agreement.  The interpretation
and construction of this Agreement shall, to the extent not preempted by ERISA or any other federal law, be governed by and
construed in accordance with the laws of Minnesota.


 


D.                                    Amendment.  Any amendment to this Agreement shall only be
made in writing and signed by the parties.


 


E.                                      Waiver.  No claim or right arising out of a breach or
default under this Agreement can be discharged by a waiver of that claim or
right unless the waiver is in writing signed by the party hereto to be bound by
such waiver.  A waiver by any party of a
breach or default by the other party of any provision of this Agreement shall
not be deemed a waiver of future compliance with such provision, and such
provision shall remain in full force and effect.


 


F.                                      Notice.  All notices, requests, demands and other
communications under the Agreement shall be in writing and delivered in person
or sent by certified mail, postage prepaid, and properly addressed as follows:


 


 


	
  4-15-05

  	
   

  	
  /s/ T. Michael Miller

  	
   

  
	
  Date

  	
   

  	
  T. Michael
  Miller

  	
   

  



 


9





















 


	
  To Miller:

  	
   

  	
  At Miller’s home
  address listed in Company’s employee database, as updated by Miller from time
  to time in writing to the person designated below.

  



 


	
  To St. Paul
  Travelers:

  	
   

  	
  John P.
  Clifford, Jr.

  
	
   

  	
   

  	
  Sr. Vice
  President – Human Resources

  
	
   

  	
   

  	
  St. Paul
  Travelers Companies, Inc.

  
	
   

  	
   

  	
  385 Washington
  Street, Mail Code: 102W

  
	
   

  	
   

  	
  St. Paul,
  Minnesota 55102-1396

  



 


The parties agree to
notify each other promptly of any change in mailing address.


 


G.                                     Outstanding Business Expenses.  Miller agrees that he will submit for
reimbursement any outstanding business expenses within thirty days of his
Separation Date.  Miller understands and
agrees that to the extent any of the expenses are improper and thus not
approved by his manager, he retains responsibility for
the payment of any such disapproved expenses.


 


H.                                    Headings.  Headings used in this Agreement are for
reference purposes only and shall not be deemed to be a part of this Agreement.


 


I.                                         Entire Agreement.  Company and Miller each represent and warrant
that no promise or inducement has been offered or made except as set forth and
that the consideration stated is the sole consideration for this
Agreement.  This Agreement, along with
the accompanying Schedule, is a complete agreement and states fully all
agreements, understandings, promises and commitments as between Miller and
Company as to the separation of Miller from employment by Company.  This Agreement supersedes any prior
agreements, whether oral or written, between Miller and
Company.  Except
as expressly provided herein, Miller is not entitled to any other or further
compensation or remuneration.  In
the event an inadvertent error was made in the calculation of economic
benefits, Company reserves the right to make necessary corrections up until the
time both parties have signed the Agreement.


 


J.                                        Limited Severability.  If Subsections III(D),
III(E), III(E)(1) and/or III(E)(2) of this Agreement are found by a court of
competent jurisdiction to be invalid or unenforceable, in whole or in part,
then such provisions shall be deemed to be modified or restricted in the manner
necessary to render the same valid and enforceable, and this Agreement shall be
construed and enforced to the maximum extent permitted by law, if any.


 


 


	
  4-15-05

  	
   

  	
  /s/ T. Michael Miller

  	
   

  
	
  Date

  	
   

  	
  T. Michael
  Miller

  	
   

  



 


10





















 


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement on
the day and year set forth below:


 


 


	
  Date:

  	
  4-29-05

  	
   

  	
  THE
  TRAVELERS INDEMNITY

  
	
   

  	
   

  	
   

  	
  COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
      /s/
  John P. Clifford

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
      SVP – HR

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  4-15-05

  	
   

  	
  /s/ T. Michael Miller

  	
   

  
	
   

  	
   

  	
   

  	
  T.
  MICHAEL MILLER

  



 


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