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): May 4, 2006

                    The St. Paul Travelers Companies, Inc.
            (Exact name of registrant as specified in its charter)


         Minnesota                   001-10898                41-0518860
    (State or other            (Commission File Number)      (IRS Employer
 jurisdiction 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 May 4, 2006, pursuant to the recommendation of the Governance
Committee, the Board of Directors of The St. Paul Travelers Companies, Inc.
(the "Company") approved the following changes to the Company's compensation
program for non-employee directors, effective May 4, 2006:

                  (a) Increase the annual retainer from $50,000 to $60,000;

                  (b) Increase the annual award of deferred common stock
         units from $50,000 to $125,000;

                  (c) Eliminate the annual stock option grant which had a
         Black-Scholes value of $40,000; and

                  (d) Increase the additional fee paid to the chairs of each
         committee of the Board of Directors from $15,000 annually to $20,000
         annually, except that the chair of the Audit Committee will continue
         to be paid an additional fee of $25,000 annually and the chair of the
         Compensation Committee will continue to be paid an additional fee of
         $20,000 annually.

         All other terms and conditions regarding non-employee director
compensation remain as outlined in the Company's proxy statement for the 2006
annual meeting of stockholders.

         Separately, the Board formerly maintained common stock ownership
targets for non-employee directors in amounts valued at four times the
director's annual retainer, or an aggregate of $200,000. The Board has
increased the common stock ownership targets for non-employee directors to
amounts valued at four times the director's annual deferred common stock unit
award, or an aggregate of $500,000.







                                  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: May 9, 2006                      THE ST. PAUL TRAVELERS COMPANIES, INC.

                                       By: /s/ Bruce A. Backberg
                                           ------------------------------------
                                           Name:  Bruce A. Backberg
                                           Title:   Senior Vice President