EXHIBIT 10.15


 


ASSIGNMENT AND
ASSUMPTION AGREEMENT


 


This
Assignment and Assumption Agreement (this “Agreement”), dated as of April 1, 2004, is
made and entered into by and among Travelers Property Casualty Corp. (“Assignor”),
a Connecticut corporation, and The St. Paul Companies, Inc. (which will be
renamed “The St. Paul Travelers Companies, Inc.” in connection with the Merger,
as defined below) (“Assignee”), a Minnesota corporation.


 


Capitalized
terms not otherwise defined herein shall have the meaning set forth in the
Amended and Restated Executive Employment Agreement (the “Employment Agreement”) dated
as of November 16, 2003 by and between Assignor and Robert I. Lipp (the “Executive”).


 


RECITALS


 


WHEREAS,
pursuant to Section 11(b) of the Employment Agreement, Assignor must require
any successor to all or substantially all of the business and/or assets of
Assignor to expressly assume and agree to perform the Employment Agreement in
the same manner and to the same extent that Assignor would be required to perform
it if no such succession had taken place;


 


WHEREAS, the
Employment Agreement provides that the ultimate parent surviving corporation
following the Merger shall assume and agree to perform the Employment Agreement
and that all references to the “Company” therein shall be deemed to refer to
such surviving entity; and


 


WHEREAS,
Section 24(b) of the Employment Agreement requires that, on the Merger date,
Assignor deliver to the Executive a satisfactory written agreement from
Assignee following the Merger to assume and agree to perform the Employment
Agreement;


 


NOW,
THEREFORE, in consideration of the mutual promises, covenants and agreements
contained herein and in the Employment Agreement, the parties hereto agree as
follows:


 


1.             Assignor hereby
assigns to Assignee, and Assignee hereby accepts and assumes, all of Assignor’s
rights, title, interests, obligations and liabilities in, to and under the
Employment Agreement.  Without limiting
the foregoing, Assignee shall fully and timely perform all of the obligations
of the “Company” under the Employment Agreement.


 


2.             Assignee is hereby
substituted for Assignor under the Employment Agreement as if Assignee had
initially entered into the Employment Agreement instead of Assignor.


 

















 


3.             This Agreement shall
be effective as of the Merger Date.  If
the Merger is not consummated, then this Agreement shall be null and void ab initio.


 


4.             This Agreement shall
be governed by and construed in accordance with the law of the State of New
York without regard to its conflicts of law principles.


 


5.             On the Merger Date,
the Assignor shall deliver a copy of this Agreement to the Executive.


 


6.             The Executive shall
be a third party beneficiary of this Agreement.


 


7.             This Agreement shall
be binding upon and inure to the benefit of the parties and their successors
and assigns.


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the day and year first above
written.


 


	
  ASSIGNOR:

  	
  ASSIGNEE:

  
	
   

  	
   

  	
   

  	
   

  
	
  Travelers
  Property Casualty Corp.

  	
  The St. Paul
  Companies, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jay S.
  Benet

  	
   

  	
  By:

  	
  /s/ Jay S.
  Fishman

  	
   

  
	
  Title:

  	
  Chief
  Financial Officer

  	
  Title:

  	
  Chief
  Executive Officer

  
						



 


The Executive hereby
acknowledges and agrees that this Agreement, when executed by a duly authorized
representative of each party and delivered to the Executive, will satisfy the
requirements of Sections 11 and 24(b) of the Employment Agreement.


 


	
  Acknowledged and Agreed:

  
	
   

  
	
  THE
  EXECUTIVE:

  
	
   

  
	
  Robert I.
  Lipp

  
	
   

  
	
  /s/ Robert
  I. Lipp

  	
   

  	
   

  



 


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