Exhibit 10.2


THE TRAVELERS SEVERANCE
PLAN


(effective
April 1, 2004)


I.                                         PURPOSE
AND APPLICATION


I.1 Purpose:  The purpose of the Plan is to provide
severance payments to certain employees of the Company and of those Affiliates
that have adopted this Plan in the event such employees’ employment is
terminated in specified circumstances.


I.2 Application:  The Plan as set forth herein applies to
Employees who are terminated on or after April 1, 2006.  This Plan document supersedes and replaces
any severance plan, program or policy maintained by an Employer prior to April
1, 2006.


II.                                     DEFINITIONS


The following words and
phrases, when used herein, unless their context clearly indicates otherwise,
shall have the following respective meanings.


II.1                              “Administrator”
means the Company, acting through the person, persons or committee delegated
administrative authority pursuant to Article V.


II.2                              “Affiliate”
means an entity on whose board of directors or other governing body the Company
(directly or indirectly through one or more subsidiaries) has representation by
virtue of its ownership of capital stock or other interest.  However, under no circumstances does the term
include any venture capital company in which the Company or an Affiliate may,
from time to time, have invested.


II.3                              “Company”
means The Travelers Companies, Inc. or any successor corporation by merger,
consolidation or purchase or otherwise which elects to adopt the Plan.


II.4                              “Conduct
Harmful or Prejudicial to the Company” means any act or omission whether or
not occurring during the course of employment, that the Administrator, in its
sole discretion, determines to be detrimental to the interests of the Company
or an Affiliate, including, but not limited to, violation of any Employer
policy relating to illegal drugs, discrimination, sexual or other
discriminatory harassment, alcohol, misconduct, gambling, firearms or
possession of weapons, theft, destruction or misuse of company property,
conflicts of interest, use of insider information, use or disclosure of
confidential information, bribes and harming or threatening to cause harm to
coworkers or business associates.













II.5                              “Employee”
means a common law employee who, as of the date of Termination of Employment,
is employed by an Employer as a non-temporary, Regular Status Full-Time
Employee or Regular Status Part-Time Employee under classifications established
and uniformly applied by the Employer, provided that the Employee is employed
by an Employer or an Affiliate on or after April  1, 2006.  The term
Employee shall not include any individual who performs services for the Company
or an Affiliate (i) through, and is paid by, a third party (including but not
limited to an employee leasing or staffing agency), or (ii) pursuant to a
contract or agreement (whether written or verbal) which provides that such
individual is an independent contractor or consultant, even if such individual
is subsequently determined to be a common law employee of an Employer.


II.6                              “Employer”
means the Company and each Affiliate that, with the approval of the Executive
Vice President - Human Resources of the Company, has adopted the Plan.  In the event an Employer ceases to be an
Affiliate for any reason (including, but not limited to, the sale or disposition
of the stock of the Employer by the Company or an Affiliate), the Employer
shall immediately cease to be an Employer.


II.7                              “Specified
Employee” means an Employee who is a key employee, as that term is defined
in Internal Revenue Code (“Code”) Section 416(i), without regard to Code section
416(i)(5).  An Employee is a Specified
Employee for the twelve (12)-month period beginning April 1 and ending the
following March 31 if he/she was a key employee any time during the twelve
(12)-month period ending on the December 31 preceding such April 1.


II.8                              “Offer
of Continued Employment” means a job offer to an Employee by the Company or
an Affiliate prior to the Employee’s Termination of Employment (or, in the case
of a sale or transfer of all or any portion of the business operation of the
Company or an Affiliate, an offer by the purchaser or transferee or any
affiliate of such purchaser or transferee, or, in the case of the outsourcing
of a job function to a third-party service provider, an offer by the
third-party service provider or an affiliate of such provider) for a position
(i) with base compensation equal to or greater than the Employee’s current base
compensation; and (ii) which allows the Employee to work at his/her then
current work site or within thirty (30) miles of his/her current work site (or,
in the case of virtual office employees, within thirty (30) miles from the
office to which the Employee is assigned) or at a location that is closer to
the Employee’s current residence than is the Employee’s current work site.  In the case of a sale or transfer of all or
any portion of the business operation of the Company or an Affiliate (by means
of a stock or asset disposition, or similar transaction), the sale or transfer
agreement may explicitly or implicitly modify the definition of “Offer of
Continued Employment” for purposes of this Plan.



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II.9                              “Reduction
in Force” or “RIF” means a Termination of Employment initiated by an
Employer solely due to a reduction in force or the elimination of an Employee’s
position. An Employee will not be treated as having had a Termination of
Employment due to a RIF if: (i) the Employee’s employment is terminated due to
inadequate job performance or for Conduct Harmful or Prejudicial to the
Company, even if the Employer chooses not to replace such Employee or fill the
Employee’s position or (ii) the Employee declines an Offer of Continued
Employment by the Company or an Affiliate prior to the Employee’s Termination
of Employment, whether that Offer of Continued Employment was made before or
after Written Notice of Termination was provided to the Employee.  An Employee who is on a disability leave at
the time of a RIF will be treated as having had a Termination of Employment due
to a RIF if (a) the Employee recovers from his/her disability and provides the
Employer with written notice of his/her intent to return to work for the
Company or an Affiliate, along with a physician’s certification that the
Employee is able to return to work, prior to his/her Termination of Employment
(both the notice must be given, and the Employee must be able to return to
work, prior to Termination of Employment), and (b) the Employee does not
receive an Offer of Continued Employment by the Company or an Affiliate within
sixty (60) days after the date the Employer receives written notice of the
Employee’s intent to return to work.


II.10                       “Regular
Status, Full-Time Employee” means a common-law employee who works a regular
schedule of hours which is at least the customary number of hours per week assigned
by his/her office.


II.11                       “Regular
Status, Part-Time Employee” means a common-law employee who works a regular
schedule of hours which is less than the customary number of hours per week assigned
by his/her office.


II.12                       “Severance
Payments” or “Severance Benefits” means the benefits payable to an Employee
who, in accordance with Article III, is eligible for such benefits in the
amount and form set forth in the appropriate Severance Payment Schedule.


II.13                       “Severance
Payment Schedule” or “Schedule” means the schedules attached hereto and incorporated
herein, as amended from time to time, which set forth the amount, form of, and
additional conditions for entitlement to Severance Benefits payable under this
Plan.


II.14                       “Termination
of Employment” means, for purposes of determining an Employee’s entitlement
to Severance Payments under this Plan, a complete severance of an Employee’s
employment relationship with the Company and all Affiliates.  Accordingly, a transfer of an Employee’s
employment between the Company and an Affiliate, or among Affiliates, will not
constitute a Termination of Employment. 
In the event of an authorized leave of absence (including a disability
leave), a Termination of Employment will be deemed to have occurred during or
at the end of such leave in accordance with the employment policies of the
Employer in effect and as amended from time to time.



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An Employee who, in
conjunction with a sale or transfer of all or any portion of the business
operation of the Company or an Affiliate (by means of a stock or asset
disposition, or similar transaction), transfers employment to the purchaser or
transferee or to any affiliate of such purchaser or transferee, or is given an
Offer of Continued Employment by the purchaser or transferee or any affiliate
of such purchaser or transferee, shall not be treated as having incurred a
Termination of Employment for purposes of this Plan. In addition, an Employee
shall not be treated as having incurred a Termination of Employment merely
because such Employee’s Employer ceases to be an Employer and/or an Affiliate
under this Plan.


An Employee who, in
connection with the outsourcing of a job function to a third-party service
provider, transfers employment to the third-party service provider or an
affiliate of such provider, or is given an Offer of Continued Employment by the
third-party service provider or an affiliate of such provider, shall not be
treated as having incurred a Termination of Employment for purposes of this
Plan.


II.15                       “Voluntary
Termination” means a Termination of Employment initiated by the Employee.


An Employee whose
employment is involuntarily terminated in conjunction with a sale or transfer
of all or any portion of the business operation of the Company or an Affiliate
or the sale or transfer of substantially all of the assets used in a trade or
business of an Employer or Affiliate, shall be deemed to have incurred a
Voluntary Termination if the Employee declines an Offer of Continued Employment
with the purchaser or transferee or with an affiliate of such purchaser or
transferee.


Also, an Employee who has
a Termination of Employment for any reason and who declines an Offer of
Continued Employment by the Company or an Affiliate, shall be deemed to have a
Voluntary Termination.


II.16                       “Waiver and
Release” means a general release and waiver of claims, ordinarily in the
form of a confidential separation agreement, executed by an Employee within the
time limits established by the Employer in form and substance satisfactory to
the Employer.  Such general release and
waiver of claims shall include a non-solicitation clause, pursuant to which the
Employee agrees not to solicit certain people or groups of people to discontinue
their business and/or employment relationship with the Company for a period of
time to be specified in the Waiver and Release.


II.17                       “Written
Notice of Termination” means a formal, written communication from an
Employer to the Employee informing the Employee that his/her employment will be
terminated on a date certain in the future.


II.18                       “Years of Service” means an Employee’s years of service
based on the applicable Service Date as noted in the employee’s employment
record in the Company’s human resource system.  This date reflects
the continuous service date or the adjusted service date for employees who have
had a break in service and are eligible for service restoration based on the
terms of the Travelers Pension Plan or any prior applicable pension plan.



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Notwithstanding
the foregoing, if an Employee received Severance Benefits for a previous period
of employment, that Employee will be eligible for Severance Benefits with
respect to Years of Service commencing with the Employee’s most recent date of
employment with the Company or an Affiliate (while it is an affiliate).  For purposes of the preceding sentence,
benefits paid under the Travelers Pension Plan (or a predecessor pension plan)
with respect to any previous period of employment will not be considered Severance
Benefits.


III.                                 ELIGIBILITY
FOR SEVERANCE PAYMENTS


III.1                          Reduction
in Force:  If, in the discretion of
the Administrator, an Employee experiences a Termination of Employment due to a
Reduction in Force and, except as otherwise provided in Schedule A, the
Employee executes a Waiver and Release, the Employee will be eligible for the
Severance Payments specified in Schedule A.


III.2                          Termination
for Conduct Harmful or Prejudicial to the Company:  An Employee who has a Termination of
Employment for Conduct Harmful or Prejudicial to the Company shall not be
entitled to any severance payment hereunder.


III.3                          Voluntary
Termination:  An Employee who
experiences a Voluntary Termination or who has a Termination of Employment due
to his death or disability shall not be entitled to any severance payment
hereunder.


III.4                          Employment
or Other Agreements:  For an Employee
whose employment is terminated under circumstances that entitle that Employee
to receive payments upon separation of employment pursuant to a written
employment or other separation agreement, no payments will be made under this
Plan.


III.5                          Termination
for Unsatisfactory Performance.  An
Employee who is terminated for unsatisfactory performance, as determined within
the sole discretion of the Company, shall not be entitled to any severance
payment hereunder.


III.6                          Termination
due to Death After Receiving Written Notice of Termination But Before Executing
Waiver and Release.  An Employee who
dies after receiving Written Notice of Termination but before executing a
Waiver and Release shall not be entitled to any severance payment hereunder.


III.7                          Other
Terminations:  An Employee shall not
be entitled to Severance Benefits if the severance of his/her employment
relationship with the Company and its Affiliates is not considered a
Termination of Employment for purposes of this Plan; further, an Employee whose
Termination of Employment is not described in Section III.1 shall not be
entitled to Severance Benefits even if the Termination of Employment is not
excluded under Sections III.2., III.3., III.4., III.5 or III.6.



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III.8                          Modified
Severance Benefits:  Notwithstanding
the foregoing provisions of this Article III or the provisions of any Severance
Payment Schedule to the contrary, an Employer may, in its sole discretion,
provide severance benefits less than or in excess of the Severance Benefits, if
any, otherwise payable under this Plan to an Employee who has a Termination of
Employment.  An Employer shall have no
obligation to provide additional benefits to any Employee under this Section
III.8 and need not make benefit grants under this Section on a uniform basis to
similarly-situated Employees.


III.9                          Statutory
or Other Severance Pay Benefits:  If
any Employee is entitled to a statutory severance benefit pursuant to federal,
state, local or other applicable law, or to any amounts payable pursuant to any
other plan, policy of, or agreement with, the Company on account of Employee’s
termination of employment, the severance pay benefit under this Plan shall be
reduced by the amount of such statutory or other severance benefit.


IV.                                PAYMENT
AND CLAIMS PROCEDURES


IV.1                         Withholding:  The Employer shall withhold from the
Severance Benefits paid hereunder all federal and state income and FICA taxes
and any other amounts required to be withheld.


IV.2                         Death of
Employee:  If an Employee dies after
receiving Written Notice of Termination, executing a Waiver and Release, and
before receiving full payment of Severance Benefits, the Employer shall pay the
remaining amounts due to the Employee’s estate, unless the Employee designates
a different payee on a form and in such manner as is prescribed by the
Administrator.  Any payee will be
required to execute a Waiver and Release similar to that required of the
Employee, as if the Employee had not died, in order to receive payment of
Severance Benefits not otherwise required to be paid by law.


IV.3                         Effect on
Other Benefits:  The period for which
Severance Payments may be computed and the payments provided under this Plan
shall not constitute employment, compensation or salary for purposes of
determining participation in or the benefits under this or any other benefit
plan of the Company or an Affiliate, unless otherwise expressly provided under
the terms of such plan.  An Employee’s
entitlement to other types of benefits (e.g., retirement benefits or stay pay)
will not affect an Employee’s entitlement to, or the amount of, Severance
Benefits under the Plan, except as expressly provided by the governing plan or
by agreement.


IV.4                         Reduction
for Debt:  Consistent with applicable
law, the amounts payable to an Employee under an applicable Severance Payment
Schedule are subject to reduction for any amounts the Employee owes to the
Company or an Affiliate as determined by the Administrator.



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IV.5                         Severance
Claim Procedure:


(a)                                  Written
Notice of Amount of Severance Benefits


No later than ten (10) days after an Employee’s Termination of
Employment due to a Reduction in Force, or such other point in time as
determined by the Administrator, the Administrator will provide the Employee
with a written notice (“Notice”) of the amount of Severance Benefits payable to
the Employee under the Plan and what conditions the Employee must meet to
receive payment of Severance Benefits (e.g., execution of a Waiver and
Release).


(b)                                  Claim
for Benefits


If an Employee is
denied Severance Benefits or objects to the amount of benefits provided, the
Employee may file a written claim for benefits with the Administrator objecting
to the denial of benefits or the amount of benefits payable under the Plan.


Not later than
ninety (90) days after receipt of such claim, the Administrator will render a
written decision on the claim to the Employee. 
If the claim is denied in whole or in part, such decision will include:
the reasons for the denial; a description of any additional material or
information necessary for the Employee to perfect the claim; an explanation as
to why such information or material is necessary; and an explanation of the
Plan’s claim procedure.


(c)                                  Appeal
of Administrative Committee’s Determination


No later than
sixty (60) days after receiving the Administrator’s written decision, if the
Employee disagrees with the decision and wants to pursue the matter further,
the Employee or the Employee’s representative must file with the Administrator
a written request for review of the Administrator’s decision, and the Employee
or the Employee’s representative may thereafter review Plan documents that
relate to the claim and submit written comments to the Administrator.  No later than sixty (60) days after the
Administrator’s receipt of the request for review, the Administrator should
render a written decision on the claim, which decision will include the
specific reasons for the decision, including references to specific Plan provisions
where appropriate.



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The Administrator
may extend the ninety (90)- and sixty (60)- day periods during which the
Administrator should respond to the claimant by up to an additional ninety (90)
or sixty (60) days, respectively, if special circumstances so require and if
notice of such extension is given to the Employee prior to the expiration of the
initial ninety (90)- or sixty (60)- day period. 
Failure on the part of the Employee to respond to an Administrator’s
written decision on a timely basis as described above, will be regarded by the
Employer as a waiver of any continued rights under the Severance Claim
Procedures described in this Section.


Any failure by the
Administrator to respond to a written request for review shall be deemed a
denial of the request, based on the same grounds identified in the initial
written decision of the Administrator.


IV.6                         Statute
of Limitations


The claims procedure in
Sec. IV.5 is mandatory.  If an Employee
has completed the entire claims procedure and still disagrees with the outcome
of the Employee’s claim, the Employee may commence a civil action under the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”).  The Employee must commence such civil action
within one year of the date of the final denial under Sec. IV.5(d) above.  If the Employee does not commence such civil
action within one year of the date of the final denial, the Employee will waive
all rights to relief under ERISA.


V.                                    PLAN
ADMINISTRATION


V.1                             Administration:  The Company, in its capacity as Administrator
of the Plan, shall have overall responsibility for the administration and operation
of the Plan, including the authority and discretion to:


(a)                                  construe
and interpret this document (or any form or other document established for use
in the administration of the Plan);


(b)                                 determine
all questions, whether legal or factual, arising in the administration,
interpretation and application of the Plan, including, but not limited to the
entitlement of any Employee to Severance Payments and, subject to the Employer’s
exercise of discretion under Section III.8, the amount of Severance Payments to
be made to any Employee, and the decisions of the Administrator shall be final
and binding upon the Employee and the Employer;


(c)                                  communicate
the Plan and its eligibility requirements to Employees;


(d)                                 prepare
and furnish to Employees all information required under Federal law or
provisions of the Plan to be furnished to them;



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(e)                                  have
prepared and filed all reports or other information required under Federal law
to be provided to any governmental entity; and


(f)                                    hear,
review and determine claims for benefits.


The Company, in
its capacity as sponsor of the Plan (or any other Employer under the circumstances
described in Section VI.1, and in its capacity as sponsor of the Plan), is responsible
for determining the form and substance of any Waiver and Release required as a
condition to the receipt of Severance Benefits under the Plan.  Such Waiver and Release, to the extent it
provides Severance Benefits to the Employee, will be deemed to form part of the
Plan once executed by the Employee, and Company, as Administrator of the Plan,
will have the authority and discretion specified above with respect to such
Waiver and Release.


V.2                             Delegation
of Authority:  The Company, by action
of its chief executive officer, may delegate authority to a person, persons or
committee to act on behalf of the Company in its capacity as Administrator of
the Plan.  In the absence of such
delegation, the Executive Vice President – Human Resources shall act on behalf
of the Company in its capacity as Administrator of the Plan.  Any person or committee with authority
delegated by the Company (including a delegation pursuant to the default
provision of the prior sentence) may further delegate, from time to time,
authority to such person or persons as he/she/it deems advisable and may revoke
any such delegation of authority.  Any
action by a delegate in the exercise of delegated authority shall be action on
behalf of the Administrator and shall have the same force and effect as if such
action was taken by the Company in its capacity as Administrator of the Plan.


V.3                             Exercise
of Authority:  The Company, in its
capacity as Administrator of the Plan, and any person or committee who acts on
behalf of the Administrator, may exercise authority in its/his/her full
discretion, subject only to the duties imposed under ERISA.  This discretionary authority includes, but is
not limited to, the authority specified in Section V.1. The exercise of
authority will be binding upon all persons; and it is intended that the exercise
of authority be given deference in all courts of law to the greatest extent
allowed under law, and that it not be overturned or set aside by any court of
law unless found to be arbitrary and capricious.


VI.                                MISCELLANEOUS
PROVISIONS


VI.1                         Amendment
and Termination:  The Company, in its
capacity as sponsor of the Plan, may at any time and without prior notice,
amend or terminate this Plan or any Severance Payment Schedule.  Any amendment or termination of this Plan or
Severance Payment Schedule shall be by written instrument signed by the Company’s
Executive Vice President – Human Resources.



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Any Affiliate may, with the approval of the
Company’s Executive Vice President - Human Resources, adopt this Plan and
become an Employer hereunder or withdraw from the Plan.  Each Employer under this Plan may, in its
capacity as sponsor of the Plan and with the approval of the Company’s
Executive Vice President - Human Resources, design, adopt and amend its own
Severance Payment Schedule and Waiver and Release.  The adoption, amendment or termination of a
Schedule by an Employer hereunder shall be by written instrument signed by an
officer of the Employer and the Company’s Executive Vice President - Human
Resources.  By adopting the Plan, each
Employer consents to:


(a)                                  administration of the
Plan by the Company; and


(b)                                 any
amendment adopted by the Company, except as provided above with respect to its
own Severance Payment Schedule or Waiver and Release.


The Company by amendment
or termination of the Plan, or any Employer by amendment of its Severance Payment
Schedule, or by withdrawal from the Plan, may reduce or eliminate any Severance
Benefits that have not been fully paid prior to the date the amendment, termination
or withdrawal is executed. 
Notwithstanding the foregoing, however, an amendment, termination or
withdrawal may not reduce or eliminate any Severance Benefits that are conditioned
upon execution of a Waiver and Release after the Employee has been provided a
copy of the Waiver and Release for his/her signature.


VI.2                         Source of
Payment:  Severance Benefits payable
under this Plan to any Employee shall be paid directly out of the general
assets of such Employee’s Employer.  An
Employer is not responsible for (and has no contractual obligation with respect
to) Severance Benefits payable to an Employee who is or was employed with
another Employer.  If an Employee is
concurrently employed with two or more Employers, each will be responsible for
the Severance Benefit attributable to employment with that Employer.


VI.3                         Governing
Law:  This Plan, to the extent not
preempted by ERISA or any other federal law, shall be governed by and construed
in accordance with the laws of Minnesota. 
The Plan is intended to be an employee welfare benefit plan within the
meaning of Section 3(1) of ERISA.



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VI.4                         Interests
Not Transferable:  Except as to
withholding of any tax under the laws of the United States or any state or
locality, no Severance Benefits payable at any time under the Plan shall be
subject in any manner to alienation, sale, transfer, assignment, pledge, attachment,
or other legal process, or encumbrance of any kind.  Any attempt to alienate, sell, transfer,
assign, pledge or otherwise encumber any such Severance Benefits, whether
currently or thereafter payable, shall be void. 
No person shall, in any manner, be liable for or subject to the debts or
liabilities of any person entitled to such benefits.  If any person shall attempt to, or shall
alienate, sell, transfer, assign, pledge or otherwise encumber his Severance
Benefits under the Plan, or if by any reason of his bankruptcy or other event
happening at any time, such benefits would devolve upon any other person or
would not be enjoyed by the person entitled thereto under the Plan, then the
Administrator, in its sole discretion, may terminate the interest in any such
benefits of the person entitled thereto under the Plan and hold or apply them
for or to the benefit of such person entitled thereto under the Plan or such
person’s spouse, children or other dependents, or any of them, in such manner
as the Administrator may deem proper.


VI.5                         Employment
Rights:  Establishment of the Plan
shall not be construed to in any way modify the parties’ at-will employment
relationship, or to give any Employee the right to be retained in the Company’s
or any Affiliate’s service or to any benefits not specifically provided by the
Plan.  The right of an Employer to
terminate the employment relationship of an Employee (or to accelerate the
termination date) will not in any way be affected by the terms of this Plan or
any Waiver and Release.


VI.6                         Severability:  Any provision herein that may be
unenforceable will be deemed severed from the remainder hereof, with such
remaining provisions being given full force and effect.


VI.7                         Gender
and Number:  Words in the masculine
gender shall include the feminine, and the plural shall include the singular
and the singular shall include the plural.



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THE TRAVELERS SEVERANCE PLAN


(effective
April 1, 2004)


Severance
Payment Schedule A


Effective For
Terminations From


The Travelers
Companies


This Schedule A applies
to Terminations of Employment due to a Reduction in Force (“RIF”).  Except as otherwise expressly provided in
this Schedule A, in order to be eligible for the Severance Benefits detailed
below, the Employee must first execute a Waiver and Release of all claims
against the Employer in the form provided to the Employee by the Employer.


I.                                         Amount
of Severance Benefit


The Employee will be eligible to receive a Severance
Benefit in an amount equal to two (2) weeks of his/her base salary as of the
date of termination for each full Year of Service with a minimum payment equal
to four (4) weeks of base salary and a maximum payment equal to fifty-two (52)
weeks of base salary.


The Employee will receive this Severance Benefit in
periodic payments (paid in accordance with the Company’s payroll practices)
beginning as soon as reasonably practicable following the later of:  (i) the date on which the Employee has a
Termination of Employment due to a RIF; or (ii) twenty-five (25) days after the
Employee executes the Waiver and Release in the form provided to the Employee
by the Employer.


If the Employee is re-employed by the Company or an
Affiliate at a date subsequent to the start of payment of Severance Benefits
under this Schedule, as a condition of re-employment, any payments outstanding
under the terms of this Plan will cease.


Notwithstanding the
above, the Severance Benefit payable to any Employee covered by Schedule B will
be determined under Schedule B, subject to possible reduction under Section II
of this Schedule A, and with the additional benefits described in Sections III
and IV of this Schedule A.


II.                                     Possible
Reduction in Severance Benefits and Adjustment in Separation Date


If, after being informed of his/her Termination of
Employment, an Employee engages in insubordinate conduct, is disruptive in the
workplace, engages in conduct that otherwise damages the morale of his/her work
unit or the office as a whole, produces a significantly or consistently
inferior work product or abandons his/her job by taking repeated unapproved
absences, the Employer has the right to terminate the Employee immediately and
accelerate the Employee’s date of Termination of Employment, even if Employee
has already executed his/her Waiver and Release.  Where the Employer invokes this right, the
Employee will be provided with an accelerated Termination of Employment date
and will be removed from the payroll and the Employer’s benefit plans as of the
new, earlier Termination of Employment date. 
In addition, the Employer will have the right to reduce the Employee’s
Severance Benefits consistent with the earlier Termination of Employment date
and, depending on the seriousness of the performance issues, the Employer may
also terminate entitlement to Severance Benefits.



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If, after being informed of his/her Termination of
Employment, an Employee accelerates his/her Termination of Employment date due
to death or Voluntary Termination, the Employer will have the right to reduce
the Employee’s Severance Benefits consistent with the earlier Termination of
Employment date and, except in the case of a Termination of Employment due to
the Employee’s death, the Employer may also terminate entitlement to Severance
Benefits.


III.                                 Relocation


An Employee who has relocated to his/her current work
site at the request of the Employer or as part of an initial Offer of
Employment and who, within twenty-four (24) months of such relocation, or, in
the case of an initial Offer of Employment, within twenty-four (24) months of
such Offer of Employment, has a Termination of Employment due to a RIF, will
receive relocation benefits corresponding to the current Travelers’ employee
relocation plan that is closest to the plan originally provided to Employee,
provided that: (i) the Employee relocates within three (3) months of the date
of Termination of Employment; and (ii) in the latest relocation, the Employee
moves to a primary residence in one of the forty-eight (48) contiguous states
within the United States of America.  An
Employee will be considered to have relocated on the date on which he/she has
actually physically relocated to a new location.  Proof of a rental or lease agreement or of an
Offer of Purchase for property in the new location may be required.


IV.                                 Outplacement
Services


An Employee who has a Termination of Employment due to
a RIF will receive, at the Employer’s expense, professional outplacement
services.  The cost, duration and content
of these services shall be determined by the Employer and may be modified from
time to time without notice to the general Employee population.  The Employee will not be required to sign a
Waiver and Release as a condition to receiving such outplacement services.  An Employee who has a Voluntary Termination
after receiving Written Notice of Termination, but before the Termination of
Employment date specified in the Notice, will receive no additional outplacement
services.


No other benefits are
available under this Schedule A on account of an Employee’s Termination of
Employment.



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THE TRAVELERS SEVERANCE PLAN


(effective
April 1, 2004)


Severance
Payment Schedule B


Executive
Severance Policy


This Schedule B
applies to Terminations of Employment due to a Reduction in Force (“RIF”) that
occur on or after September 28, 2005 with respect to any Employee who is serving
the Employer in a position of Executive Vice President, Senior Vice President
or Vice President.  For purposes of this
Schedule B, an Employee serving the Employer in a position of Vice Chairman
will be considered an Executive Vice President. 
In order to be eligible for the Severance Benefits described below, the
Employee must first execute a Waiver and Release of all claims against the
Employer in the form provided to the Employee by the Employer.


For purposes of
this Schedule B, “total monthly cash compensation” equals one twelfth (1/12) of
the Employee’s annual base salary in effect at the time of his/her Termination
of Employment plus one twelfth (1/12) of the average of his/her two most recent
cash payments under the annual incentive compensation plan of the Company.


I.                                         This
Section I of Schedule B applies to Terminations of Employment due to RIF by
Employees who are Executive Vice Presidents.


The Employee will be eligible to receive a Severance
Benefit in an amount equal to the number of months specified in the chart below
(determined based on his/her Years of Service at Termination of Employment)
multiplied by his/her total monthly cash compensation:


	
  

  	
   

  	
  Years of Service

  	
   

  
	
   

  	
   

  	
  Less than 5

  	
   

  	
  5 but less than 10

  	
   

  	
  10 or more

  	
   

  
	
  Months of Severance
  Benefit

  	
   

  	
  18

  	
   

  	
  21

  	
   

  	
  24

  	
   

  



 


The Severance Benefit will be paid as follows:


A.                                 No
amount will be paid until the first day of the seventh month following the
Employee’s Termination of Employment.


B.                                   On
the first day of the seventh month following the Employee’s Termination of
Employment, or as soon as administratively practicable thereafter, the Employee
will receive a single lump-sum payment equal to one-half of his/her annual base
salary in effect at Termination of Employment.


C.                                   Starting
with the seventh month following the Employee’s Termination of Employment and
continuing for a total of six (6) months, the Employee will receive a monthly
amount (paid in accordance with the Company’s payroll practices) equal to one
twelfth (1/12) of his/her annual base salary in effect at the time of his/her
Termination of Employment


D.                                  On
the first day of the month following the one year anniversary of the Employee’s
Termination of Employment, or as soon as administratively practicable
thereafter, the Employee will receive a single lump-sum payment equal to
his/her total Severance Benefit calculated above, reduced by the previous
payments made to the Employee under A., B., and C.



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II.                                     This
Section II of Schedule B applies to Terminations of Employment due to RIF by
Employees who are Senior Vice Presidents.


The Employee will be eligible to receive a Severance
Benefit in an amount equal to the number of months specified in the chart below
(determined based on his/her Years of Service at Termination of Employment) multiplied
by his/her total monthly cash compensation:


	
  

  	
   

  	
  Years of Service

  	
   

  
	
   

  	
   

  	
  Less than 5

  	
   

  	
  5 but less than 10

  	
   

  	
  10 or more

  	
   

  
	
  Months of Severance
  Benefit

  	
   

  	
  12

  	
   

  	
  15

  	
   

  	
  18

  	
   

  



 


The Severance Benefit will be paid as follows:


A.                                 No
amount will be paid until the first day of the seventh month following the
Employee’s Termination of Employment.


B.                                   On
the first day of the seventh month following the Employee’s Termination of
Employment, or as soon as administratively practicable thereafter, the Employee
will receive a single lump-sum payment equal to one-half of his/her annual base
salary in effect at Termination of Employment.


C.                                   Starting
with the seventh month following the Employee’s Termination of Employment and
continuing for a total of six (6) months, the Employee will receive a monthly
amount (paid in accordance with the Company’s payroll practices) equal to one
twelfth (1/12) of his/her annual base salary in effect at the time of his/her
Termination of Employment


D.                                  On
the first day of the month following the one year anniversary of the Employee’s
Termination of Employment, or as soon as administratively practicable
thereafter, the Employee will receive a single lump-sum payment equal to
his/her total Severance Benefit calculated above, reduced by the previous
payments made to the Employee under A., B., and C.


III.                                 This
Section III of Schedule B applies to Terminations of Employment due to RIF by
Employees who are Vice Presidents.


The Employee will be eligible to receive a Severance
Benefit in an amount equal to the number of months specified in the chart below
(determined based on his/her Years of Service at Termination of Employment)
multiplied by his/her total monthly cash compensation:


	
  

  	
   

  	
  Years of Service

  	
   

  
	
   

  	
   

  	
  Less than 5

  	
   

  	
  5 but less than 10

  	
   

  	
  10 or more

  	
   

  
	
  Months of Severance
  Benefit

  	
   

  	
  6

  	
   

  	
  9

  	
   

  	
  12

  	
   

  



 


The Severance Benefit will be paid as follows:



 15
 









A.                                 In
the case of an Employee who is not a Specified Employee, such Employee will
receive a monthly amount (paid in accordance with the Company’s payroll practices)
equal to one twelfth (1/12) of his/her annual base salary in effect at the time
of his/her Termination of Employment, with payments commencing as soon as
administratively practicable following the later of (i) the date of the
Employee’s Termination of Employment; or (ii) twenty-five (25) days after the Employee
executes the Waiver and Release in the form provided to the Employee by the
Employer.  Such payments will continue
until the total payments to the Employee equal the full Severance Benefit
calculated above (with the final payment being equal to the full Severance
Benefit minus all prior monthly payments) or until twelve (12) monthly payments
have been made, whichever occurs first.


B.                                   If
a Severance Benefit remains after the monthly payments have been made under A.,
then, on the first day of the month following the last such monthly payment,
the Employee will receive a single lump-sum payment equal to his/her total
Severance Benefit calculated above, reduced by the previous payments to the Employee
made under A.


In the case of an Employee who is a Specified
Employee, such Employee’s Severance Benefit will be paid as follows:


A.                                 No
amount will be paid until the first day of the seventh month following the
Employee’s Termination of Employment.


B.                                   On
the first day of the seventh month following the Employee’s Termination of
Employment, or as soon as administratively practicable thereafter, the Employee
will receive a single lump-sum payment equal to one-half of his/her annual base
salary in effect at Termination of Employment.


C.                                   Starting
with the seventh month following the Employee’s Termination of Employment, the
Employee will receive a monthly amount (paid in accordance with the Company’s
payroll practices) equal to one twelfth (1/12) of his/her annual base salary in
effect at the time of his/her Termination of Employment. Such payments will
continue until the total payments to the Employee made under B. and C. equal
the full Severance Benefit calculated above (with the final payment being equal
to the full Severance Benefit minus all prior payments made under B. or C.) or
until six (6) monthly payments have been paid, whichever occurs first.


D.                                  If
a Severance Benefit remains after the payments have been made under B. and C.,
then, on the first day of the month following the last such monthly payment,
the Employee will receive a single lump-sum payment equal to his/her total
Severance Benefit calculated above, reduced by the previous payments to the Employee
made under B and C.



 16