Exhibit 10.35


 


FIFTH AMENDMENT


TO


THE TRAVELERS SEVERANCE PLAN


(Effective April 1, 2004)


 


The Travelers
Severance Plan (Effective April 1, 2004) is hereby amended as follows:


 


I.


 


Effective January 1,
2009, Section II.7 is amended to read as follows:


 


II.7                     “Specified
Employee” means an Employee who at any time during the twelve-month period
ending on the identification date was a “key employee” as defined under Code
§ 416(i) (applied in accordance with the regulations thereunder, but
without regard to paragraph (5) thereof).


 


The Company may adopt a
Specified Employee Identification Policy which specifies the identification
date, the effective date of any change in the key employee group, compensation
definition and other variables that are relevant in identifying Specified
Employees, and which may include an alternative method of identifying Specified
Employees consistent with the regulations under Code § 409A.  In the absence of any such policy or policy
provision, for purposes of the above, the “identification date” is each December 31st,
and an Employee who satisfies the above conditions will be considered to be a “Specified
Employee” from April 1st following the identification date to March 31st
of the following year, and the compensation and other variables, and special rules for
corporate events and special rules relating to nonresident aliens, that is
necessary in identifying Specified Employees will be determined and applied in
accordance with the defaults specified in the regulations under Code § 409A.  Any Specified Employee Identification Policy
will apply uniformly to all plans and arrangements subject to Code § 409A
that are maintained by the Company or an Affiliate.


 


II.


 


Effective January 1,
2008, the third sentence of Section II.9 is amended to read as follows:


 


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 either (a) the
date of the Employee’s Termination of Employment due to RIF is established in a
Written Notice of Termination that was provided to the Employee prior to the
start of the disability leave, or (b) (i) 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 (ii) 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.


 


III.


 


Effective January 1,
2009, Section II.14 is amended to add the following to the end of that
section:


 


Notwithstanding
the foregoing, an Employee will not experience a Termination of Employment
unless the termination of the employment relationship also qualifies as a “separation
from service” under Section 409A of the Code.


 


1

















 


IV.


 


Effective January 1,
2008, Section III.1 is amended by substituting the phrase “the applicable
Severance Payment Schedule” for the phrase “Schedule A” each place the latter
appears therein.


 


V.


 


Effective January 1,
2008, the first sentence of Section III.8 is amended to read as follows:


 


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 exercised prior to an Employee’s Termination of Employment, 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.


 


VI.


 


Effective January 1,
2009, Section III.9 is amended to read as follows:


 


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 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.  Further, if any Employee is entitled 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 may be reduced by the amount of such other severance
benefit to the extent so provided in the documents governs such other severance
benefit.


 


VII.


 


Effective January 1,
2008, the following new Section III.10 is added:


 


III.10                 Employment With
Another Employer:  If, after being
informed of his/her Termination of Employment, an Employee becomes employed
with an employer that is not the Company or an Affiliate, the Employer has the
right to terminate the Employee immediately and accelerate the Employee’s date
of Termination of Employment, even if the 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 Employee’s
Severance Benefits may, at the discretion of the Employer, be determined by
reference to the earlier Termination of Employment date.


 


VIII.


 


Effective January 1,
2009, Severance Payment Schedule A is amended in its entirety to read as
provided in the Severance Payment Schedule A attached to this document.


 


IX.


 


Effective January 1,
2008, the second paragraph of Severance Payment Schedule B is amended to read
as follows:


 


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 Employee’s “average bonus.”  An Employee’s “average
bonus” for this purpose is calculated by reference to the bonus, if any, he/she
received for the two annual bonus periods that ended with or immediately prior
to the Employee’s Termination of Employment under the annual incentive cash
bonus 


 


2

















 


plan of the
Company.  If the Employee was eligible to
receive a bonus for both of such bonus periods, then his/her “average bonus” is
the sum of the bonuses received for such bonus periods (which may be zero if
he/she did not receive a bonus for either such period) divided by two. If the
Employee was eligible to receive a bonus for only one bonus period (for
example, because he/she was recently employed), then his/her “average bonus”
equals the amount of the bonus received for such bonus period (which may be
zero if he/she did not receive a bonus for such period).   If the Employee was not eligible
to receive a bonus for either of such bonus periods, then his/her “average
bonus” is zero.


 


X.


 


Effective January 1,
2009, Section III of Severance Payment Schedule B (and the flush language
following that section) is amended in its entirety to read as follows:


 


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:


 


A.                                   In
the case of an Employee who is not a Specified Employee, such Employee’s
Severance Benefit will be paid as follows:


 


i.                                         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.  Periodic payments (paid in accordance with
the Company’s payroll practices) will begin as soon as reasonably practicable
following the date on which the Employee has a Termination of Employment due to
a RIF, but in no event later than ninety (90) days after Termination of
Employment.  However, no periodic
payments will be made prior to the expiration of the period for cancellation of
the Waiver and Release (as described in the Waiver and Release).  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.


 


ii.                                      If
a Severance Benefit remains after the monthly payments have been made under i.,
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 i.


 


3

















 


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


 


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


 


ii.                                     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.


 


iii.                                  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 ii. and iii. equal
the full Severance Benefit calculated above (with the final payment being equal
to the full Severance Benefit minus all prior payments made under ii. or iii.)
or until six (6) monthly payments have been paid, whichever occurs first.


 


iv.                                 If
a Severance Benefit remains after the payments have been made under ii. and
iii., 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 ii and iii.


 


The cash severance
benefits provided under this Severance Payment Schedule B are intended to meet
the requirements of paragraph (2), (3) and (4) of Code
§ 409A(a), and the terms and provisions of the Plan applicable to the
Employees covered by this Severance Payment Schedule B should be interpreted
and applied in a manner consistent with such requirements, including the
regulations and other guidance issued under Code § 409A.


 


**** **** **** **** ****
****


 


Executed this 22nd
day of December, 2008.


 


 


	
   

  	
  THE TRAVELERS
  COMPANIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P.
  Clifford, Jr.

  
	
   

  	
   

  	
  John P.
  Clifford, Jr.

  
	
   

  	
   

  	
  Executive Vice
  President – Human Resources

  



 


4

















 


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.


 


It is the intention
of the Company that the benefits provided under this Schedule A qualify for
certain exceptions from coverage under Code Section 409A (and the
regulations or other applicable guidance thereunder), such as the exception for
“short-term deferrals”, “involuntary separation pay plans” and the payment of “reasonable
outplacement and moving expenses, and the provisions of this Schedule A should
be interpreted consistent with that intent.”


 


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 of Employment 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.  However, in no event
will an Employee’s Severance Benefit exceed two times the lesser of (i) the
Employee’s annualized compensation for the calendar year immediately preceding
the calendar year of his or her Termination of Employment; or (ii) the
maximum amount that may be taken into account under a qualified pension plan
under Code Section 401(a)(17) for the year of his or her Termination of
Employment


 


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 date on which the Employee has a Termination of Employment due to
a RIF.  However, no periodic payments
will be made prior to the expiration of the period for cancellation of the
Waiver and Release (as described in the Waiver and Release).  For certainty under Code Section 409A,
in all cases the Severance Benefit will be paid in full by the end of the
second calendar year following the calendar year of the Employee’s Termination
of Employment).


 


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.


 


5

















 


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 the 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.


 


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. The Employer also
will have the right to terminate entitlement to Severance Benefits entirely,
except in the case where the Employee executes a Waiver and Release and then
has a Termination of Employment due to death.


 


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 if: (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.  The cost, direction and limits of this
relocation benefit will be determined under the applicable relocation plan; provided that, in no event will the relocation benefit be
available for expenses incurred beyond the end of the second calendar year
following the calendar year of the Employee’s Termination of Employment (and in
no event will reimbursement occur later than the end of the third calendar year
following the calendar year of the Employee’s Termination of Employment).  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; provided that,
in no event will outplacement services extend beyond the end of the second
calendar year following the calendar year of the Employee’s Termination of
Employment (and in no event will reimbursement occur later than the end of the
third calendar year following the calendar year of the Employee’s Termination
of Employment).


 


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.


 


6