Exhibit 10.29


 


THE TRAVELERS DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS (the “Plan”)

(Amended and Restated January 1, 2009)


 


Preamble


 


The Plan was amended and restated with respect to
deferral of director compensation for services rendered after December 31,
2004, in order to satisfy the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended (“Section 409A of the Code”).  Vested amounts earned and deferred by
directors under the Plan for services performed in calendar year 2004 will
remain subject to the terms of the Plan as in effect for periods prior to January 1,
2005.  (A reference copy of the Plan as
in effect on October 3, 2004, with respect to periods of service prior to January 1,
2005, is attached hereto as Exhibit A.) 
The Plan was amended and restated effective December 1, 2004, to
conform the Plan to the requirements imposed by Section 409A and to
preserve the grandfathered status of vested amounts earned and deferred with
respect to services performed prior to January 1, 2005.  The Plan is hereby amended and restated
effective January 1, 2009, in order to make certain additional revisions
to conform the Plan to the requirements of the final regulations promulgated
under Section 409A of the Code, issued April 10, 2007, and related
guidance issued under Section 409A of the Code.


 


The Plan is intended to meet the requirements of
paragraph (2), (3) and (4) of Section 409A(a) of the Code
with respect to amounts that are deferred or become vested on or after January 1,
2005, and the terms and provisions of the Plan applicable to such amounts
should be interpreted and applied in a manner consistent with such
requirements, including the regulations and other guidance issued under Section 409A
of the Code.


 


Section 1.                                               Eligibility.  Each
member of the Board of Directors (the “Board”) of The Travelers Companies, Inc.
(the “Company”) or one of its subsidiaries, if so designated by the Board, who
is not an employee of the Company or any of its subsidiaries (an “Eligible
Director”) is eligible to participate in the Plan.


 


Section 2.                                               Administration.  The
Plan shall be administered, construed and interpreted by the Board.  Pursuant to such authorization, the Board
shall have the responsibility for carrying out the terms of the Plan.  To the extent permitted under the securities
laws applicable to compensation plans including, without limitation, the
requirements of Section 16(b) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or the Code, the Nominating and Governance
Committee of the Board, or a subcommittee of the Nominating and Governance
Committee, may exercise the discretion granted to the Board under the Plan,
provided that the composition of such committee or subcommittee shall satisfy
the requirements of Rule 16b-3 under the Exchange Act, or any successor rule or
regulation.  The Board or the Nominating
and Governance Committee may also designate a plan administrator to manage the
record keeping and other routine administrative duties under the Plan.  In the absence of the appointment of a plan
administrator, the officer of the Company having direct responsibility for
compensation and benefits shall be the plan administrator.


 

















 


Section 3.                                  Deferral
Eligible Amounts.


 


(a)                                  Annual Cash Compensation.  An Eligible Director shall be allowed to
defer any director compensation otherwise payable in cash to an Eligible
Director for services rendered during the calendar year, including cash
compensation attributable to any annual retainer, committee chair or vice-chair
fees, additional fees, meeting fees or other cash compensation (“Annual Cash
Compensation”).  Such deferral shall take
the form of units of Company common stock (“Common Stock Units”) determined as
provided in Section 5(a).


 


(b)                                 Annual Deferred Stock Awards.  An Eligible Director shall be allowed to
defer the payment due with respect to any deferred stock units that have been
awarded to the Eligible Director (“Annual Deferred Stock Awards”) under The
Travelers 2004 Stock Incentive Plan, or any successor thereto (the “Stock
Incentive Plan”), provided that such deferral election shall not apply to any
Common Stock Units credited as a result of an election to defer Annual Cash
Compensation under Section 3(a) of this Plan or Common Stock Units
awarded thereon as dividend equivalent units under the terms of this Plan.  Other than the terms specifically set forth
in the Plan applicable to Annual Deferred Stock Awards, Annual Deferred Stock
Awards shall be governed by the terms of the Stock Incentive Plan and any award
agreement issued pursuant thereto.


 


Section 4.                                  Election to
Defer.


 


(a)                                  Time of Election.


 


(i)                                     Prior
to the beginning of the calendar year, an Eligible Director may elect to defer
Annual Cash Compensation by directing that such amounts that otherwise would
have been payable for services rendered during such calendar year shall be
credited to a deferred compensation account (the “Director’s Account”).  A separate Director’s Account may be
established for the deferrals of Annual Cash Compensation in each calendar
year.  Under a valid election, such
Director’s Account shall be payable in accordance with Section 6(b) below.  Any person who becomes an Eligible Director
during the calendar year, and who has not been eligible to participate in this
Plan (or any other plan required to be aggregated with this Plan under Section 409A
of the Code or the regulations thereunder) at any time during the 24-month
period ending on the date he or she most recently becomes eligible to
participate, may elect, within thirty (30) days after he or she becomes
eligible to participate to defer the Annual Cash Compensation payable for
services performed after the election is made, subject to any prorating of
compensation eligible for deferral that may be required under Section 409A
of the Code.


 


(ii)                                  As
soon as practicable prior to the beginning of a calendar year in which a grant
of an Annual Deferred Stock Award may be made, an Eligible Director may elect
to defer payment due with respect to such Annual Deferred Stock Award in
accordance with Section 6(b) below.


 


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(b)                                 Form and Duration of Election.  An election to defer shall be made by written
notice executed by the Eligible Director and filed with the Secretary of the
Company, which election shall be irrevocable for the calendar year to which it
relates (or the remaining portion thereof in the case of an election filed
during the calendar year by a new Eligible Director).


 


Section 5.                                  The Director’s
Account.  Annual Cash Compensation
that an Eligible Director has elected to defer under the Plan shall be credited
to the Director’s Account as Common Stock Units as follows:


 


(a)                                  As
of the date any Annual Cash Compensation would otherwise be payable in cash to
an Eligible Director, there shall be credited to the Director’s Account a
number of Common Stock Units (full and fractional units to three decimal
places) determined by dividing the Annual Cash Compensation he or she would
otherwise have received in cash but for an election to defer under this Plan by
the Fair Market Value of a share of Company common stock as determined for this
purpose by the Compensation Committee pursuant to the Stock Incentive Plan.


 


(b)                                 As
of the first business day after the end of each calendar quarter, there shall
be credited to each Director’s Account a number of Common Stock Units (full and
fractional units to three decimal places) determined by dividing the cash
dividends that would have been paid on a number of shares of common stock of
the Company equal to the number of Common Stock Units (disregarding fractional
shares) credited to the Director’s Account as of the dividend record date, if
any, occurring during such calendar quarter as if such shares of common stock
had been shares of issued and outstanding common stock on such record date by
the Fair Market Value of a share of Company common stock as determined for this
purpose by the Compensation Committee pursuant to the Stock Incentive Plan.


 


(c)                                  An
Eligible Director shall not have any interest in common stock of the Company as
a result of Common Stock Units being credited to the Director’s Account until
such common stock is distributed in accordance with the Plan.


 


(d)                                 Common
Stock Units credited to the Director’s Account as a result of deferrals,
dividend equivalents or other awards shall be awarded exclusively from and
pursuant to the Stock Incentive Plan.  To
the extent not inconsistent with the terms of the Plan, the Common Stock Units
shall be subject to the terms of the Stock Incentive Plan.


 


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Section 6.                                  Distribution
from Accounts.


 


(a)                                  Form of Election.


 


(i)                                     For
deferral of compensation for services performed prior to January 1, 2005,
an Eligible Director must have already filed with the Secretary of the Company
an initial election with respect to the time and method of distribution of the
Director’s Account with his or her first opportunity to file a deferral
election under the Plan as in effect prior to the amendment and restatement of
the Plan effective January 1, 2005.


 


(ii)                                  For
deferral of compensation for services performed after December 31, 2004,
including Annual Deferred Stock Awards vesting after December 31, 2004, an
Eligible Director must file with the Secretary of the Company an election with
respect to the time and method of distribution of the Director’s Account and
Annual Deferred Stock Awards with the deferral election made pursuant to Section 4(a) of
the Plan.


 


(b)                                 Time and Method of Distribution.  An Eligible Director may elect to receive
payment of the Director’s Account, or payment of Annual Deferred Stock Awards,
in one lump sum payment or in a number of approximately equal annual
installments (provided the payout period does not exceed 15 years).  With respect to the Director’s Account, an
Eligible Director may elect that the lump-sum payment or the first installment
shall be paid as of:


 


(i)                                     the
first business day of any calendar year subsequent to the date the Annual Cash
Compensation would otherwise be payable, as specified by the Director;


 


(ii)                                  six
months following the cessation of his or her service as a director of the
Company; or


 


(iii)                               the
earlier of (i) or (ii).


 


With respect to an Annual Deferred Stock Award, an
Eligible Director may elect that the lump sum payment or the first installment
be paid as of either (x) the date of payment after termination of service
on the Board called for under the award agreement issued in connection with the
Annual Deferred Stock Award, or (y) the first business day of any calendar
year subsequent to such date.


 


Subsequent installments shall be paid as of the first
business day of each succeeding annual installment period until the entire
amount credited to the Director’s Account or all Annual Deferred Stock Awards
shall have been paid.  Each installment
shall equal a number of whole shares of common stock of the Company determined
by dividing the number of Common Stock Units credited to the applicable
Director’s Account or deferred stock units issued under the Annual Deferred
Stock Award by the number of remaining installments, including the current
installment. A cash payment will be made with the final installments for any
fractional Common Stock Unit or fractional deferred stock unit under the Annual
Deferred Stock Award.


 


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Any lump-sum payment will equal a number of whole
shares of common stock of the Company equal to the number of Common Stock Units
credited to the Director’s Account or deferred stock units under the Annual
Deferred Stock Award credited to the Eligible Directors.  A cash payment will be made for any
fractional Common Stock Unit or fractional deferred stock unit under the Annual
Deferred Stock Award.


 


(c)                                  Adjustment of Method of Distribution (Pre-2005
Deferrals).  With respect
to amounts vested prior to January 1, 2005, and deferred by an Eligible
Director under the Plan for services rendered prior to January 1, 2005,
and only with respect to such amounts, including any earnings thereon (the “Pre-2005
Deferrals”), an Eligible Director, in accordance with the terms of the Plan as
in effect prior to October 3, 2004, may at any time file another written
election with the Secretary of the Company to change the date and/or method of
distribution of the balance of his or her Director’s Account or Annual Deferred
Stock Awards attributable to such Pre-2005 Deferrals.  An election under this Section 6(c) to
change the date and/or method of distribution will be effective only if it is
filed with the Secretary of the Company at least one (1) year before the
earlier of the date on which the Eligible Director terminates service on the
Board, or the payment date specified with respect to the Director’s Account
pursuant to Section 6(b)(i).  With
respect to Pre-2005 Deferrals, and only with respect to such amounts in the
event an Eligible Director suffers a severe financial hardship outside the
control of such Eligible Director, as determined by the Governance Committee,
the Eligible Director may elect to advance or defer the date of distribution of
his or her Pre-2005 Deferrals, or change the method of distribution thereof, in
accordance with the terms of the Plan as in effect prior to October 3,
2004.


 


(d)                                 Change of Control (Pre-2005 Deferrals).  With respect to Pre-2005 Deferrals, upon a “Change
of Control” (as defined in the Stock Incentive Plan ), the full balance of each
Director’s Account attributable to Pre-2005 Deferrals shall be distributable on
the earlier of the date six months and one day following the “Change of Control”
or the distribution date(s) previously elected by an Eligible Director, in
accordance with the terms of the Plan as in effect prior to October 3,
2004.


 


Section 7.                                  Distribution
on Death.  If an Eligible
Director dies before the full balance of the Director’s Account and all Annual
Deferred Stock Awards that have been deferred have been distributed to the
Eligible Director, the balance shall be paid (or commence or continue,
depending upon the timing of the Director’s death and whether payments have
previously commenced) within ninety (90) days following such Director’s death,
in accordance with the method of payment elected by the Eligible Director.  Such balance shall be paid in the following
order:  (a) to the beneficiary
designated in writing by such Eligible Director; (b) if no beneficiary
designation has been made, or the designated beneficiary shall have predeceased
the Eligible Director and no further beneficiary designation has been made,
then to the surviving spouse of the Eligible Director; and (c) if the
Eligible Director has no surviving spouse, then to the estate of the Eligible
Director.


 


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Section 8.                                  Miscellaneous.


 


(a)                                  A
Director’s Account shall also be credited with Common Stock Units attributable
to deferred stock units previously credited to his or her account under The St.
Paul Companies, Inc. Deferred Stock Plan for Non-Employee Directors or the
Travelers Property Casualty Corp. Compensation Plan for Non-Employee Directors,
and the administration of such amounts hereinafter shall be governed by the
terms of this Plan as in effect for vested amounts earned and deferred prior to
January 1, 2005 (see Exhibit A).


 


(b)                                 The
right of an Eligible Director to receive any amount in the Director’s Account
or payable pursuant to any Annual Deferred Stock Award that has been deferred
under the Plan shall not be transferable or assignable by such Eligible
Director, except by will or by the laws of descent and distribution, and,
except to the extent otherwise permitted by law, no part of such amount shall
be subject to attachment or other legal process.


 


(c)                                  Except
as otherwise set forth herein and as required to reserve shares of common stock
for issuance pursuant to the terms hereof, the Company shall not be required to
reserve or otherwise set aside funds for the payment of its obligations
hereunder.  The Company shall make
available as and when required a sufficient number of shares of common stock to
meet the requirements arising under the Plan. 
Such shares shall be issued under and pursuant to the Stock Incentive
Plan.


 


(d)                                 The
establishment and maintenance of, or allocation and credits to, the Director’s
Account or the deferral of Annual Deferred Stock Awards shall not vest in the
Eligible Director or his beneficiary any right, title or interest in and to any
specific assets of the Company.  An
Eligible Director shall not have any dividend or voting rights or any other
rights of a shareholder (except as expressly set forth in Section 5(b) with
respect to dividends and as provided in Section 8(h) below) until the
shares of common stock are distributed pursuant to the Plan.  The rights of an Eligible Director to receive
payments under this Plan shall be no greater than the right of an unsecured
general creditor of the Company.


 


(e)                                  Notwithstanding
any other provision hereof, if, at the time of termination of service as a
director, the total balance of an Eligible Director’s Account and Annual
Deferred Stock Awards deferred under the Plan is less than $10,000, such
balance shall be paid in full on the first day of the calendar quarter
following such termination of service.


 


(f)                                    The
Plan shall continue in effect until terminated by the Board.  The Board may at any time amend or terminate
the Plan; provided, however, that (i) no amendment or termination shall
impair the rights of an Eligible Director with respect to amounts then credited
to the Director’s Account or with respect to any Annual Deferred Stock Award
deferred under the Plan; (ii) no amendment shall become effective without
approval of the shareholders of the Company if such shareholder approval is
required to enable the Plan to satisfy applicable state or Federal statutory or
regulatory requirements, or the rules of the New York Stock Exchange; and (iii) no
amendment or termination shall accelerate any payment under the Plan except as
permitted under Section 409A of the Code.


 


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(g)                                 Each
Eligible Director participating in the Plan will receive an annual statement
indicating the number of shares of common stock or Common Stock Units credited
to the Director’s Account and the number of deferred stock units issued under
Annual Deferred Stock Awards that are being deferred under the Plan, as of the
end of the preceding calendar year.


 


(h)                                 If
adjustments are made to outstanding shares of common stock as a result of stock
dividends, stock splits, recapitalizations, mergers, consolidations and similar
transactions, an appropriate adjustment shall be made in the number of shares
of common stock or Common Stock Units credited to the Director’s Account and
the number of deferred stock units issued under Annual Deferred Stock Awards
deferred under the Plan.


 


(i)                                     The
validity, construction, interpretation, administration and effect of the Plan
and of its rules and regulations, and rights relating to the Plan, shall
be determined solely in accordance with the laws of the State of Minnesota,
without regard to the conflicts of laws provisions thereof.


 


(j)                                     All
claims and disputes between an Eligible Director and the Company arising out of
the Plan shall be submitted to arbitration in accordance with the then current
arbitration policy of the Company. 
Notice of demand for arbitration shall be given in writing to the other
party and shall be made within a reasonable time after the claim or dispute has
arisen.  The award rendered by the
arbitrator shall be final, and judgment may be entered upon it in accordance
with applicable law in any court having jurisdiction thereof.  The provisions of this Section 8(j) shall
be specifically enforceable under applicable law in any court having
jurisdiction thereof.


 


(k)                                  If
any term or provision of this Plan or the application thereof to any person or
circumstances shall, to any extent, be invalid or unenforceable, then the
remainder of the Plan, or the application of such term or provision to persons
or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision hereof
shall be valid and be enforced to the fullest extent permitted by applicable
law.


 


(l)                                     If
a termination of service on the Board does not result in a separation from
service under Section 409A of the Code, distributions under the Plan that
are otherwise determined by reference to separation from service on the Board
will instead be determined by reference to separation from service as defined
under Section 409A of the Code.


 


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