UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 28, 2005
The St. Paul Travelers Companies, Inc.
(Exact name of registrant as specified in its charter)
Minnesota 001-10898 41-0518860
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
385 Washington Street 55102
Saint Paul, Minnesota
(Address of principal executive offices) (Zip Code)
(651) 310-7911
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On September 28, 2005, the Compensation Committee of The St. Paul Travelers
Companies, Inc. (the "Company") adopted an executive severance plan (the
"Plan"), effective immediately for prospective terminations of employment.
Pursuant to the Plan, which is available to the Company's executive employees at
the level of vice president or above, each departing executive of the Company
whose employment is involuntarily terminated without cause will be eligible to
receive cash payments based upon his or her position and years of service. The
following chart shows the severance amounts (in months of total cash
compensation) payable to departing executives:
--------------------------- ---------------------------------------------------
Level Service
--------------------------- ---------------------------------------------------
Greater than
0-5 Years 5-10 Years 10 Years
--------------------------- --------------- ---------------- ------------------
Executive Vice President
and Above 18 21 24
--------------------------- --------------- ---------------- ------------------
Senior Vice President 12 15 18
--------------------------- --------------- ---------------- ------------------
Vice President 6 9 12
--------------------------- --------------- ---------------- ------------------
The Plan will not apply in the case of an executive entitled to a severance
benefit under an individually pre-negotiated agreement or under the Amended and
Restated Special Severance Policy of The St. Paul Companies, Inc., which expires
April 1, 2006.
The Plan was adopted to harmonize prior severance practices at The St. Paul
Companies, Inc. and Travelers Property Casualty Corp. and supersedes such
practices for prospective terminations of employment. The Plan was not adopted
in anticipation of any contemplated change of control transaction.
The receipt of severance benefits under the Plan will be conditioned upon the
execution by the departing employee of a separation agreement that includes
certain covenants, including, among others, covenants restricting solicitation
and hiring of the Company's employees and solicitation of the Company's
customers for a period of 12 months following separation from the Company.
Payments under the Plan will be conditioned upon the employee's compliance with
the separation agreement.
The Plan allows eligible employees to elect health care continuation coverage at
the employee's expense under the Consolidated Omnibus Budget Reconciliation Act
of 1985, as amended (COBRA).
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On September 29, 2005, Charles W. Scharf resigned as a director of the Company,
effective immediately. Mr. Scharf advised the Company that he was resigning in
light of other commitments and not as a result of any disagreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 30, 2005 THE ST. PAUL TRAVELERS COMPANIES, INC.
By: /s/ Bruce A. Backberg
-----------------------------------
Name: Bruce A. Backberg
Title: Senior Vice President