-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UTWB8kiET1pJXrFbSB5fi6aJLP22aMSnGeAz7KBKVsXuaaKK/i6iikbAG3bbhO3R /nzezXxcWD6Sen7FaWQwog== 0000086312-06-000064.txt : 20061010 0000086312-06-000064.hdr.sgml : 20061009 20061010163348 ACCESSION NUMBER: 0000086312-06-000064 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060929 FILED AS OF DATE: 20061010 DATE AS OF CHANGE: 20061010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LISS SAMUEL G CENTRAL INDEX KEY: 0001242238 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10898 FILM NUMBER: 061138134 MAIL ADDRESS: STREET 1: 385 WASHINGTON ST CITY: ST PAUL STATE: MN ZIP: 55102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ST PAUL TRAVELERS COMPANIES INC CENTRAL INDEX KEY: 0000086312 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 410518860 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: SAINT PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6123107911 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL FIRE & MARINE INSURANCE CO/MD DATE OF NAME CHANGE: 19990219 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL COMPANIES INC/MN/ DATE OF NAME CHANGE: 19990219 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL COMPANIES INC /MN/ DATE OF NAME CHANGE: 19920703 3 1 doc.xml PRIMARY DOCUMENT X0202 3 2006-09-29 0 0000086312 ST PAUL TRAVELERS COMPANIES INC STA 0001242238 LISS SAMUEL G THE ST. PAUL TRAVELERS COMPANIES, INC. 385 WASHINGTON STREET ST. PAUL MN 55102 0 1 0 0 Executive Vice President Common Stock 106898 D Common Stock 113 I 401(k) Plan Performance Shares 2008-12-31 Common Stock 10745 D Stock Options (Right to buy) 30.94 2013-02-04 Common Stock 200000 D Stock Options (Right to buy) 36.97 2015-01-25 Common Stock 88909 D Stock Options (Right to buy) 36.97 2015-01-25 Common Stock 40589 D Stock Options (Right to buy) 42.88 2014-02-02 Common Stock 100000 D Stock Options (Right to buy) 43.35 2014-02-02 Common Stock 50000 D Stock Options (Right to buy) 44.79 2009-02-06 2016-02-06 Common Stock 76012 D Series B Convertible Preferred Stock Common Stock 87.64 I 401(k) Savings Plan Trust Each performance share represents the right to receive one share of common stock if the target level of performance is achieved. The performance objective for determining the number of shares earned is the Issuer's adjusted return on equity over a three year period. The actual number of shares received could range from 0-160% of the target number of shares based on a sliding scale of performance levels. For example, 50% of the shares are earned if the minimum objective is achieved, 100% of the shares are earned if the target objective is achieved and 160% of the shares are earned if the maximum objective is achieved. Payouts of performance shares will be interpolated if actual performance exceeds the minimum level, but falls between the specified intermediary levels. These options are currently exercisable. The shares are held in the Issuer's tax-qualified 401(k) Savings Plan Trust and can only be converted by the Plan's trustee. Distributions from the Plan are allowed only upon vested termination, retirement, death or disability. At the election of the Reporting Person, allowed distributions may be received in the form of common stock, converted on a one share of preferred stock to eight shares of common stock basis, or cash, with distributions based on the preferred stock's current value. 50% of these options are currently exercisable, 25% become exercisable on February 12, 2007 and the remaining 25% on February 12, 2008. 50% of these options are currently exercisable, 25% become exercisable on February 2, 2007 and the remaining 25% become exercisable on February 2, 2008. With respect to 40,589 of those options, 50% become exercisable on 1/25/07, 25% become exercisable on 1/25/08, and the remaining 25% become exercisable on 1/25/09. With respect to 88,909 of these options, 50% become exercisable on 1/25/09, and the remaining 50% become exercisable on 1/25/10. This amount includes 101,751 shares of restricted stock that are currently restricted. Bruce A. Backberg, by power of attorney 2006-10-10 EX-24 2 powerofattorney.txt POWER OF ATTORNEY LETTER EXECUTIVE OFFICER POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Kenneth F. Spence, III, Bridget M. Healy, and Bruce A. Backberg, signing individually, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an executive officer of The St. Paul Travelers Companies, Inc. or one of its subsidiaries (together the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002, as amended, and the rules thereunder; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as an executive officer of the Company, Form 144 in accordance with the Securities Exchange Act of 1933 and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4, 5 and 144 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with the Securities Exchange Act of 1934 or the Securities Act of 1933 and the Sarbanes-Oxley Act of 2002. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of September, 2006. /s/ Samuel G. Liss Signature Samuel G. Liss Printed Name -----END PRIVACY-ENHANCED MESSAGE-----