Exhibit 10.34


 


TRAVELERS


NON-EMPLOYEE
DIRECTOR


NOTIFICATION
AND AGREEMENT OF ANNUAL DEFERRED STOCK AWARD TO             


Date


 


1.              General. 
This notification (“Notification”) is being provided to you, as a
non-employee director (“Director”) of The Travelers Companies, Inc. (the “Company”),
in connection with the Deferred Stock Award set forth below (the “Award”) that
has been made pursuant to: (i) the Company’s Board of Directors revised
compensation program adopted by the Company’s Board of Directors (the “Board”)
on May 7, 2008, as the same may be amended by the Board from time-to-time;
and (ii) The Travelers Companies, Inc. Amended and Restated 2004
Stock Incentive Plan (the “2004 Plan”). The Award was made on                 
(the “Grant Date”).


 


2.              Deferred Stock Award. 
The Company hereby grants to you X,XXX deferred
common stock units (each unit being equivalent to one share of the Company’s
common stock, no par value (“Common Stock”) and referred to herein as a “Unit”,
and collectively as “Units”). The Award is subject to the following vesting,
distribution and other requirements:


 


A.            The Units will vest in full as of the
first anniversary of the annual meeting of the Company occurring in the year of
the grant so long as you continuously serve on the Board through the day
immediately prior to such anniversary date, subject to the termination of
service provisions set forth below.


 


B.            After the Units have vested, actual
shares of Common Stock will be distributed in exchange for Units either in a
lump sum or in annual installments, as you may elect, to be paid or commence
six (6) months following your termination of service on the Board, or such
later date you may elect, pursuant to The Travelers Companies, Inc.
Deferred Compensation Plan For Non-Employee Directors (the “Directors Deferred
Plan”), which elections must have been made prior to the beginning of the
calendar year of this Award.


 


C.            Upon termination of your service on the
Board, other than for death, Unit grants, to the extent not then vested, will
be forfeited.


 


D.            Upon death, unvested Units will vest
immediately, and shares of Common Stock will be distributed to your estate as
soon as practicable thereafter, or, with respect to deferred Units, will be
distributed in accordance with the terms of the Directors Deferred Plan.


 


E.              If the Company declares a cash dividend
on the Common Stock, dividend equivalents attributable to Units will be
automatically granted and deemed reinvested in additional Units as of the last
day of the quarter in which the dividend was paid. The number of dividend
equivalent Units shall equal the cash dividend equivalent divided by the
closing price of the Common Stock on the New York Stock Exchange on the
dividend payment date.


 

















 


3.              Miscellaneous.


 


A.            Shares of Common Stock subject to a Unit
that has vested may be withheld by the Company if required to satisfy
applicable tax withholding obligations of the Company. In such case, shares of
Common Stock net of such withholding will be distributed to you, unless you pay
the tax withholding in cash.  If the
Company does not have a tax withholding obligation, then no shares of Common
Stock will be withheld, and instead the Company will issue to you a Form 1099-MISC
or other applicable tax report for the year in which the Unit has vested.


 


B.            Except with respect to dividend
equivalents for Units as provided above, the Units do not entitle you to any
voting rights or other rights of a shareholder of the Company until shares of
Common Stock have been distributed in exchange for Units.


 


C.            In addition to the terms and conditions
set forth herein, the Awards are subject to (i) the terms and conditions
of the 2004 Plan, and to the extent that a deferral election has been made with
respect to Units, the Directors Deferred Plan; and (ii) the prospectus
relating to the Awards as the same may be amended, modified and supplemented
from time-to-time.


 


D.            This Award (and any prior Award that was
made or vested after December 31, 2004) is intended to satisfy the
requirements of Section 409A of the Internal Revenue Code of 1986, as
amended (“Code”), including any regulations or other guidance issued by the
United States Treasury Department under Section 409A of the Code, and
should be interpreted accordingly.  By
way of example, but not limitation, if a termination of service on the Board
does not result in a separation from service under Section 409A of the
Code, distributions to you under this Notification will instead be determined
by reference to separation from service as defined under Section 409A of
the Code.


 


E.              This Notification constitutes the entire
understanding between the parties hereto regarding the Units and supersedes all
previous written, oral, or implied understandings between the parties hereto
about the subject matter hereof.


 


4.              Acceptance and Agreement by Director. By signing below, Director accepts the
Award and agrees to be bound by the terms, conditions, and restrictions set
forth in the 2004 Plan, this Notification, and the Company’s policies, as in
effect from time to time, relating to the 2004  Plan.


 


THE
TRAVELERS COMPANIES, INC.      DIRECTOR’S SIGNATURE:


 


 


	
   

  	
  Director
  Name

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  XXX
  Date