S-8

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE ST. PAUL TRAVELERS COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Minnesota	41-0518860
(State of incorporation)	(I.R.S. Employer Identification Number)
385 Washington Street
St. Paul, Minnesota 55102
(651) 310-7911
(Address of principal executive offices)
ST. PAUL TRAVELERS DEFERRED COMPENSATION PLAN
THE ST. PAUL TRAVELERS COMPANIES, INC.
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full titles of the plans)
Bruce A. Backberg, Esq.
Senior Vice President and Corporate Secretary
The St. Paul Travelers Companies, Inc.
385 Washington Street
St. Paul, MN 55102
(651) 310-7911
(Name, address and telephone number of agent for service)

Calculation of Registration Fee

Title of securities to be registered	Amount to be registered		Proposed maximum offering price per share (2)		Proposed maximum aggregate offering price		Amount of registration fee
Deferred Compensation Obligations (1)	$	37,000,000	100	%	$	37,000,000	$	4,687.90

(1)Includes $25,000,000 of obligations under The St. Paul Travelers Deferred Compensation Plan (the “Employee Deferred Compensation Plan”) and $12,000,000 of obligations under The St. Paul Travelers Companies, Inc. Deferred Compensation Plan for Non-Employee Directors (the “Directors Deferred Compensation Plan” and, together with the Employee Deferred Compensation Plan, the “Plans”), which are unsecured obligations of The St. Paul Travelers Companies, Inc. (the “Company”).

(2)Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1) under the Securities Act.

Part II - Information Required in the Registration Statement

Item 3.Incorporation of Documents by Reference

The following documents filed with the Securities and Exchange Commission (the “SEC”) by The St. Paul Travelers Companies, Inc. (formerly named The St. Paul Companies, Inc.) (the “Company”), are incorporated in this Registration Statement by reference:

(1)The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 filed with the SEC on March 3, 2004;

(2)All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since March 3, 2004; and

(3)The description of the Company’s Common Stock contained in its registration statement on Form 8-A, including any amendments or supplements thereto.

All reports and other documents filed by the Company with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in and to be a part of this Registration Statement from the date of filing of such documents.

Any statement contained in a document incorporated by reference herein shall be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Special Note About Incorporation by Reference of Travelers Financial Statements

On April 1, 2004, the Company filed a Form 8-K to report that effective April 1, 2004, pursuant to the Agreement and Plan of Merger dated as of November 16, 2003, as amended, by and among the Company, Travelers Property Casualty Corp., a Connecticut corporation (“Travelers”), and Adams Acquisition Corp., a Connecticut corporation and wholly owned subsidiary of the Company (the “Merger Sub”), Merger Sub was merged with and into Travelers, with Travelers continuing as the surviving corporation and a wholly owned subsidiary of the Company.  As a result of the merger and in accordance with the provisions of Statement of Financial Accounting Standards No. 141, “Business Combinations,” Travelers is considered the acquiring enterprise for financial reporting purposes.

Included in the reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since March 3, 2004 that are incorporated by reference in this Registration Statement is a Form 8-K/A filed by the Company on April 23, 2004 that incorporates the following financial statements of Travelers from the Travelers Annual Report on Form 10-K for the year ended December 31, 2003 (SEC File No. 001-31266):

Independent Auditors’ Report Consolidated Statement of Income (Loss) for the years ended December 31, 2003, 2002 and 2001

Consolidated Balance Sheet at December 31, 2003 and 2002

Consolidated Statement of Changes in Shareholders’ Equity for the years ended December 31, 2003, 2002 and 2001

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Consolidated Statement of Cash Flows for the years ended December 31, 2003, 2002 and 2001

Notes to Consolidated Financial Statements

Item 4.Description of Securities

St. Paul Travelers Deferred Compensation Plan

The St. Paul Travelers Deferred Compensation Plan (the “Employee Deferred Compensation Plan”) permits certain eligible employees of the Company and its subsidiaries to annually defer between 1% and 50% of their annual base salary and between 1% and 100% of their annual incentive award and have the amounts deferred credited to his or her deferred compensation account.  Each participant must allocate amounts credited to his or her deferred compensation account among various investment funds approved by the plan administrator, which may include a Company stock fund.  The plan administrator is appointed by the Company’s chief executive officer.  The balance in each deferred compensation account is adjusted to reflect the investment experience (income, gains, losses and distributions) of the selected investment funds, as if amounts credited to the account had actually been invested in the investment funds.  Participants will have no ownership interest in any investment fund.

The obligations of the Company under the Employee Deferred Compensation Plan (the “Employee Obligations”) are unsecured general obligations to pay in the future the balance of vested deferred compensation accounts, the value of which have been adjusted to reflect the performance of the selected investment funds in accordance with the terms of the Employee Deferred Compensation Plan.  The Employee Obligations will rank without preference with other unsecured and unsubordinated indebtedness of the Company from time to time outstanding, and are therefore subject to the risks of the Company’s insolvency.  Employee Obligations cannot be transferred in any way by a participant except by a designation of a beneficiary or to the participant’s estate.  The Employee Obligations are not convertible into any security of the Company.

The Employee Obligations generally become payable to a participant upon the earliest to occur of (i) the participant’s separation from service (as defined in the Employee Deferred Compensation Plan), (ii) the participant’s retirement (as defined in the Employee Deferred Compensation Plan) or (iii) if so elected, a month and year specified by the participant in his or her deferral election form.  Amounts payable upon separation from service or retirement are paid six months after the last day of the month that includes the separation from service or retirement.  Amounts payable on account of death or at a specified month and year are paid as soon as practicable after such dates.  Employee Obligations payable may be paid in a lump sum or in substantially equal annual installments over a period of up to ten years.  If a participant dies, the Employee Obligations will be paid to the participant’s beneficiary or estate in a lump sum; however, if the participant has already started to receive installment payments, the installment payments will continue in accordance with the original schedule.  No acceleration or further deferral of the Employee Obligations is permitted under the Employee Deferred Compensation Plan.

The Company may maintain one or more trusts to hold assets to be used for payment under the Employee Deferred Compensation Plan.  Any assets held by the trust are subject to the claims of general creditors.  The Company may amend or terminate the Employee Deferred Compensation Plan at any time.  No amendment or termination may reduce or eliminate a participant’s accrued account balance.

The St. Paul Travelers Companies, Inc. Deferred Compensation Plan for Non-Employee Directors

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The St. Paul Travelers Companies, Inc. Deferred Compensation Plan for Non-Employee Directors (the “Directors Deferred Compensation Plan”) permits the members of the Company’s Board of Directors who are not employees of the Company to defer any compensation payable in cash, including any annual retainer, committee chair or vice-chair fees, additional fees, meeting fees or other cash compensation, and any payment due with respect to deferred stock awards granted under the Company’s stock incentive plan (other than deferred stock awards credited in respect of deferred cash compensation).  Any amount of cash compensation deferred shall result in a credit to the director’s account of a number of common stock units determined by dividing the amount of the deferred cash compensation by the fair market value of a share of common stock (as determined under the Company’s stock incentive plan that is in effect from time to time).  Dividend equivalents shall be credited to the accounts in the amount equal to the dividends that would have been payable with respect to the number of common stock units in the director’s account by the fair market value of a share of common stock.  The plan administrator is the Board of Directors of the Company or the Governance Committee of the Board of Directors, and administrative duties are delegated to an officer of the Company.

The obligations of the Company under the Directors Deferred Compensation Plan (the “Director Obligations”) are unsecured general obligations to pay in the future the common stock units in accordance with the terms of the Directors Deferred Compensation Plan.  The common stock units are paid out in the form of one share of Company stock for each common stock unit.  The shares of Company stock issued upon payment of the common stock units are issued from the Company’s stock incentive plan that is effect from time to time.  The Director Obligations will rank without preference with other unsecured and unsubordinated indebtedness of the Company from time to time outstanding, and are therefore subject to the risks of the Company’s insolvency.  Director Obligations cannot be transferred in any way by a participant except by a designation of a beneficiary under the Directors Deferred Compensation Plan or to the participant’s estate.

The Director Obligations are generally payable to a director, pursuant to his or her election, on (i) the first business day of any calendar year subsequent to the date the annual cash compensation would otherwise be payable, (ii) six months following the cessation of his or her service as a director, or (iii) the earlier of (i) or (ii).  Director Obligations payable may be paid in a lump sum or in substantially equal annual installments over a period of up to fifteen years.  With respect to annual deferred stock awards, the director may elect that the lump sum payment or first installment be paid as of the date of payment after termination of service under the award agreement, or as of the first business day of any calendar year subsequent to such date.  If a director dies, the Director Obligations will be paid to the participant’s beneficiary or estate in accordance with the method of payment selected by the director.

Except as required to reserve shares of Company stock pursuant to common stock units, the Company has no obligation to set aside funds for payments of its obligations under the Directors Deferred Compensation Plan.  The Company may amend or terminate the Directors Deferred Compensation Plan at any time.  No amendment or termination may impair the rights of a director to the accrued account balance in his or her account(s).  No amendment will be effective without approval by the Company’s shareholders if shareholder approval is required under state or federal requirements or applicable stock exchange listing rules.

Item 5.Interests of Named Experts and Counsel

Bruce A. Backberg, Senior Vice President and Corporate Secretary of the Company, has given his opinion about certain legal matters affecting the Plans in this Registration Statement.  Mr. Backberg is eligible to participate in the Employee Deferred Compensation Plan.

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Item 6.Indemnification of Directors and Officers

Section 302A.521 of the Minnesota Business Corporation Act provides that a Minnesota business corporation such as the Company shall indemnify any director, officer, or employee of the corporation against judgments, penalties, fines, settlements and reasonable expenses incurred by such person who was, or is threatened to be, made a party to a proceeding by reason of the fact that the person is or was a director, officer or employee of the corporation if the person generally (i) has not been indemnified by another organization with respect to the same acts or omissions; (ii) acted in good faith, (iii) received no improper personal benefit; (iv) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (v) reasonably believed the conduct was in the best interests of the corporation or, in certain circumstances, reasonably believed that the conduct was not opposed to the best interests of the corporation.  For these purposes, “proceeding” means a threatened, pending or completed civil, criminal, administrative, arbitration or investigative proceeding, including one by or in the right of the corporation.  Section 302A.521 contains detailed terms regarding such right of indemnification and reference is made thereto for a complete statement of such indemnification rights.

The Bylaws of the Company provide, subject to certain exceptions, that directors and officers of the Company and certain others shall be indemnified by the Company to the fullest extent permitted or required by Minnesota Statute Section 302A.521.

The Company maintains directors’ and officers’ liability insurance, including a reimbursement policy in favor of the Company.

Item 7.Exemption from Registration Claimed

Not applicable.

Item 8.Exhibits

The following is a complete list of Exhibits filed or incorporated by reference as part of this Registration Statement:

Exhibit	Description
4.1	Amended and Restated Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K (File No. 1-10898) filed with the SEC on April 1, 2004).
4.2	Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Form 10-Q for the quarter ended September 30, 2004 (File No. 1-10898) filed with the SEC on November 9, 2004).
5	Opinion and consent of Bruce A. Backberg, Esq.
23.1	Consent of Bruce A. Backberg, Esq. (included in Exhibit 5).
23.2	Consent of KPMG LLP.
24	Powers of Attorney.

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99.1St. Paul Travelers Deferred Compensation Plan.

99.2The St. Paul Travelers Companies, Inc. Deferred Compensation Plan for Non-Employee Directors.

Item 9.Undertakings

(a)The Company hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is,

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therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Paul, State of Minnesota, on December 3, 2004.

THE ST. PAUL TRAVELERS COMPANIES, INC
By:	/s/ Bruce A. Backberg
Name:	Bruce A. Backberg
Title:	Senior Vice President and Corporate
	Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Date: December 3, 2004	/s/ Jay S. Fishman
	Jay S. Fishman, Director, Chief Executive Officer
Date: December 3, 2004	/s/ Jay S. Benet
	Jay S. Benet, Executive Vice President and Chief Financial Officer
Date: December 3, 2004	/s/ John C. Treacy
	John C. Treacy, Vice President and Corporate
	Controller (principal accounting officer)
Date: December 3, 2004	/s/ Howard P. Berkowitz
	Howard P. Berkowitz*, Director
Date: December 3, 2004	/s/ Kenneth J. Bialkin
	Kenneth J. Bialkin*, Director
Date: December 3, 2004	/s/ Carolyn H. Byrd
	Carolyn H. Byrd*, Director
Date: December 3, 2004	/s/ John H. Dasburg
	John H. Dasburg*, Director
Date: December 3, 2004	/s/ Leslie B. Disharoon
	Leslie B. Disharoon*, Director
Date: December 3, 2004	/s/ Janet M. Dolan
	Janet M. Dolan*, Director
Date: December 3, 2004	/s/ Kenneth M. Duberstein
	Kenneth M. Duberstein*, Director

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Date: December 3, 2004		/s/ Lawrence G. Graev
		Lawrence G. Graev*, Director
Date: December 3, 2004		/s/ Meryl D. Hartzband
		Meryl D. Hartzband*, Director
Date: December 3, 2004		/s/ Thomas R. Hodgson
		Thomas R. Hodgson*, Director
Date: December 3, 2004		/s/ William H. Kling
		William H. Kling*, Director
Date: December 3, 2004		/s/ James A. Lawrence
		James A. Lawrence*, Director
Date: December 3, 2004		/s/ Robert I. Lipp
		Robert I. Lipp*, Chairman of the Board, Director
Date: December 3, 2004		/s/ Glen D. Nelson
		Glen D. Nelson*, Director
Date: December 3, 2004		/s/ Clarence Otis, Jr.
		Clarence Otis, Jr.*, Director
Date: December 3, 2004		/s/ Nancy A. Roseman
		Nancy A. Roseman*, Director
Date: December 3, 2004		/s/ Charles W. Scharf
		Charles W. Scharf*, Director
Date: December 3, 2004		/s/ Gordon M. Sprenger
		Gordon M. Sprenger*, Director
Date: December 3, 2004		/s/ Frank J. Tasco
		Frank J. Tasco*, Director
Date: December 3, 2004		/s/ Laurie J. Thomsen
		Laurie J. Thomsen*, Director
Date: December 3, 2004	*By:	/s/ Bruce A. Backberg
		Bruce A. Backberg, Attorney-in-fact

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EXHIBIT INDEX

Exhibit	Description	Method of Filing
4.1	Amended and Restated Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K (File No. 1-10898) filed with the SEC on April 1, 2004).	Incorporated by reference
4.2	Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Form 10-Q for the quarter ended September 30, 2004 (File No. 1-10898) filed with the SEC on November 9, 2004).	Incorporated by reference
5	Opinion and consent of Bruce A. Backberg, Esq.	Filed Electronically
23.1	Consent of Bruce A. Backberg, Esq. (included in Exhibit 5).	—
23.2	Consent of KPMG LLP.	Filed Electronically
24	Powers of Attorney.	Filed Electronically
99.1	St. Paul Travelers Deferred Compensation Plan.	Filed Electronically
99.2	The St. Paul Travelers Companies, Inc. Deferred Compensation Plan for Non-Employee Directors.	Filed Electronically

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EX-5

EXHIBIT 5

December 3, 2004

The St. Paul Travelers Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102

Re:          The St. Paul Travelers Companies, Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

I am Senior Vice President and Corporate Secretary of The St. Paul Travelers Companies, Inc., a Minnesota corporation (the “Company”), and have acted as counsel to the Company in connection with the Registration Statement on Form S-8 relating to the St. Paul Travelers Deferred Compensation Plan and The St. Paul Travelers Companies, Inc. Deferred Compensation Plan for Non-Employee Directors (together, the “Plans”) and the issuance under the Plans of deferred compensation obligations (the “Obligations”), which represent the obligation of the Company to pay deferred compensation and other amounts credited to accounts established under the Plans in the future in accordance with the Plans.  I have examined the Company’s Amended and Restated Articles of Incorporation, its By-Laws, the Plans and such other documents, and have reviewed such matters of law as I have deemed necessary for this opinion.  Accordingly, based upon the foregoing, I am of the opinion that:

1.             The Company is duly and validly organized and existing and in good standing under the laws of the State of Minnesota.

2.             All necessary corporate action has been taken by the Company to adopt the Plans, and the Plans are validly existing plans of the Company.

3.             When issued by the Company in the manner provided in the Plans, the Obligations will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject as to enforcement to (i) bankruptcy, insolvency, reorganization, arrangement or other laws of general applicability relating to or affecting creditors’ rights, and (ii) general principles of equity, whether such enforcement is considered in a proceeding in equity or at law.

I consent to the filing of this opinion as an exhibit to the Registration Statement.  I also consent to the reference to me under the caption “Interests of Named Experts and Counsel” contained in the Registration Statement.

Very truly yours,

/s/ Bruce A. Backberg

Bruce A. Backberg

Senior Vice President and Corporate Secretary

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

The St. Paul Travelers Companies, Inc.:

We consent to incorporation by reference in the registration statement on Form S-8 regarding the St. Paul Travelers Deferred Compensation Plan and The St. Paul Travelers Companies, Inc. Deferred Compensation Plan for Non-Employee Directors (the “Plans”) of our reports dated January 29, 2004, with respect to the consolidated balance sheets of The St. Paul Companies, Inc. and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of operations, shareholders’ equity, comprehensive income and cash flows for each of the years in the three-year period ended December 31, 2003 and related schedules I through V, which reports appear in the December 31, 2003 annual report on Form 10-K of The St. Paul Companies, Inc.  Our reports refer to changes in the Company’s methods of accounting for derivative instruments and hedging activities, business combinations, goodwill and other intangible assets, and variable interest entities.

We also consent to the incorporation by reference in the registration statement on Form S-8 regarding the Plans of our report, dated January 28, 2004, with respect to the consolidated balance sheets of Travelers Property Casualty Corp. and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of income (loss), changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2003, which report appears in the December 31, 2003 annual report on Form 10-K of Travelers Property Casualty Corp. and was incorporated by reference in the Form 8-K/A of The St. Paul Travelers Companies, Inc. filed with the Securities and Exchange Commission on April 23, 2004.  Our report refers to changes in the methods of accounting for goodwill and other intangible assets in 2002 and accounting for derivative instruments and hedging activities and for securitized financial assets in 2001.

/s/ KPMG LLP

KPMG LLP

Minneapolis, Minnesota

December 3, 2004

EX-24

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Travelers Companies, Inc., a Minnesota corporation, do hereby make, nominate and appoint Bruce A. Backberg, to be my attorney-in-fact, with full power and authority to sign on my behalf one or more Registration Statements on Form S-8 of The St. Paul Travelers Companies, Inc. (the “Registration Statements”) relating to the registration of deferred compensation obligations of the Company pursuant to the St. Paul Travelers Deferred Compensation Plan and The St. Paul Travelers Companies, Inc. Deferred Compensation Plan for Non-Employee Directors, and any or all additional amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statements and any additional amendments thereto, in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed the Registration Statement or any amendments thereto.

Dated: December 1, 2004

/s/ Howard P. Berkowitz	/s/ Meryl D. Hartzband	/s/ Charles W. Scharf
Howard P. Berkowitz	Meryl D. Hartzband	Charles W. Scharf
/s/ Kenneth J. Bialkin	/s/ Thomas R. Hodgson	/s/ Gordon M. Sprenger
Kenneth J. Bialkin	Thomas R. Hodgson	Gordon M. Sprenger
/s/ Carolyn H. Byrd	/s/ William H. Kling	/s/ Frank J. Tasco
Carolyn H. Byrd	William H. Kling	Frank J. Tasco
/s/ John H. Dasburg	/s/ James A. Lawrence	/s/ Laurie J. Thomsen
John H. Dasburg	James A. Lawrence	Laurie J. Thomsen
/s/ Leslie B. Disharoon	/s/ Robert I. Lipp
Leslie B. Disharoon	Robert I. Lipp
/s/ Janet M. Dolan	/s/ Glen D. Nelson
Janet M. Dolan	Glen D. Nelson
/s/ Kenneth M. Duberstein	/s/ Clarence Otis, Jr.
Kenneth M. Duberstein	Clarence Otis, Jr.
/s/ Lawrence G. Graev	/s/ Nancy A. Roseman
Lawrence G. Graev	Nancy A. Roseman

EX-99.1

Exhibit 99.1

ST. PAUL TRAVELERS

DEFERRED COMPENSATION PLAN

(Effective as of December 1, 2004)

Section 1

Introduction

1.1           The Plan and Its Effective Date.  The St. Paul Travelers Deferred Compensation Plan (“Plan”) is established as of December 1, 2004.

1.2           Purpose.  The purpose of the St. Paul Travelers Deferred Compensation Plan (the “Plan”) is to provide a means whereby The St. Paul Travelers Companies, Inc. (the “Company”) offers tax-deferred savings opportunities to a select group of key management employees of the Company and its subsidiaries who have rendered and continue to render valuable services to the Company and its subsidiaries.

The Plan is intended to satisfy the requirements of Section 409A of the Internal Revenue Code (the “Code”), as amended, and is established to operate with respect to amounts deferred after December 31, 2004.  For these purposes, incentive amounts awarded with respect to 2004 performance that are subject to Section 409A of the Code, may be governed by the terms of the Plan to the extent required or permitted by applicable law and regulation.  The Plan will not apply to amounts deferred under prior plans maintained by the Company, its predecessors or subsidiaries, including, but not limited to, nonqualified deferred compensation plans maintained by The St. Paul Companies, Inc. and its subsidiaries, or by Travelers Property Casualty Corp. and its subsidiaries.  Amounts deferred prior to January 1, 2005, under such plans that are not subject to Section 409A of the Code, shall remain subject to the terms and conditions of those plans (the “Pre-2005 Plans”).  The Company intends to amend the Pre-2005 Plans to the extent prudent and necessary in order to achieve the purposes of the Pre-2005 Plans and to comply with the applicable provisions of Section 409A of the Code, including, but not limited to, the effective date and ‘grandfather’ provisions applicable to that Code section.  To the extent any provision of this Plan does not satisfy the requirements of Section 409A of the Code or any regulations or other guidance issued by the United States Treasury Department under Section 409A of the Code subsequent to the adoption of this Plan, such provision will be applied in a manner consistent with such requirements, regulations or guidance, notwithstanding any provision of the Plan or any contrary or inconsistent election made by a Participant.

The Plan is intended to be a top-hat plan described in Sections 201(2), 301(A)(3) and 401(a)(1) of the Employee Retirement Security Act of 1974 (“ERISA”).

1.3           Administration.  The Plan shall be administered by the Plan Administrator who shall be appointed by the chief executive officer of the Company.  In the absence of the appointment of a Plan Administrator, the officer of the Company having direct responsibility for compensation and benefits shall be the Plan Administrator.  The Plan Administrator shall have the authority to delegate, from time to time, his responsibilities under the Plan to such person or

persons as he deems advisable and may revoke any such delegation of responsibility.  Any action by the person or persons exercising such delegated responsibilities shall have the same force and effect as if such action was taken by the Plan Administrator.

Section 2

Participation and Deferral Elections

2.1           Eligibility and Participation.  Subject to the conditions and limitations of the Plan, eligibility for participation in the Plan shall be limited to employees of the Company and its subsidiaries who are designated as eligible to participate in the Plan for a calendar year (“Plan Year”) by the Plan Administrator (“Eligible Employee)”.  Any Eligible Employee who makes a Deferral Election as described in Section 2.2 below shall become a participant in the Plan (“Participant”) and shall remain a Participant until the entire balance of all of his Deferred Compensation Accounts (defined in Section 3.1 below) is distributed to him.

2.2           Rules for Deferral Elections.  An Eligible Employee for a Plan Year may make an election (“Deferral Election”) to defer receipt of either or both of the following:  (i) 1% - 50% of his annual base salary (“Salary”) for such Plan Year and (ii) 1% - 100% of his annual incentive award (“Incentive Award”) otherwise payable in cash with respect to such Plan Year, in accordance with the rules set forth below.

(a)An individual shall be eligible to make a Deferral Election only if he is an Eligible Employee on the date such election is made.

(b)The minimum amount of an Incentive Award that may be deferred for any Plan Year is $1,000.  If the percentage specified for deferral in an Eligible Employee’s Deferral Election would result in the deferral of less than $1,000, the amount or percentage specified will not be deferred hereunder but will be paid to the Eligible Employee at the time that the Incentive Award is otherwise payable.

(c)All Deferral Elections must be made on such form as the Plan Administrator may prescribe.  Except in the case of a newly hired Eligible Employee, all Deferral Elections must be received by the Plan Administrator no later than December 31 of the calendar year immediately preceding the Plan Year in which the services relating to the Salary or Incentive Award are to be performed by the Eligible Employee.  In the case of a newly hired Eligible Employee, any Deferral Election must be made within 30 days of the Eligible Employee’s date of employment, and shall apply only to Salary and Incentive Awards attributable to services performed after the close of such 30 day enrollment period.

The Plan Administrator may establish procedures for Deferral Elections to be filed electronically or telephonically.

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(d)Amounts will be deferred to the last day of the month specified in subsection (e) below (the “Distribution Event Date”) and, except in the case of death as provided in Section 4.2, and in the case of Designated Distribution Date distributions, payment will be made or will commence six (6) months after the Distribution Event Date (the “Six Month Distribution Date”).

(e)The Distribution Event Date shall be the last day of the month that includes the earlier of:

(1)a Participant’s Separation from Service (as defined in subsection (f) below), including a Participant’s Retirement (as defined in subsection (g) below) or,

(2)if so elected, a month and year specified by the Eligible Employee in his Deferral Election (the “Designated Distribution Date”).

(f)For purposes of this Plan, a “Separation from Service” occurs when a person leaves the employ of the Company (including all subsidiaries and affiliates) by reason of a resignation, discharge,  retirement, disability, death, or sale of a subsidiary, and otherwise ceases to perform services for the Company (including all then current subsidiaries and affiliates) in any capacity, including as an independent contractor, and otherwise satisfies the conditions for a separation from service imposed under Section 409A of the Code.

(g)For purposes of this Plan, “Retirement” means a Participant’s Separation from Service that occurs on or after termination of employment with the Company (including all subsidiaries and affiliates), provided that at termination of employment the Participant:

(1)is at least age 55 and has at least 10 years of vesting service as determined under the Company’s qualified pension plan in effect at the time of termination of employment (irrespective of whether the Participant will be distributed a benefit from the pension plan);

(2)is at least age 62 and has at least one year of vesting service as determined under the Company’s qualified pension plan in effect at the time of termination of employment (irrespective of whether the Participant will be distributed a benefit from the pension plan); or

(3)is at least age 65.

A person who remains employed with his employer (or an affiliate) after his employer ceases to be a subsidiary of the Company (by reason of a sale or transfer of stock, or similar transaction) will be deemed to have had a termination of employment for this purpose on the closing date of the transaction.

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(h)At the time of the Participant’s Deferral Election, the Participant must elect the form of payment of the Participant’s Deferred Compensation Account (as defined in Section 3.1) in the case of distributions made on account of the Participant’s Retirement and, if elected, at a Designated Distribution Date. Retirement distributions and Designated Distribution Date distributions may be paid in a single lump sum or in annual installments over a period of up to ten years in accordance with Section 4.1.  All other distributions under the Plan will be paid in a lump sum.

(i)At the time of the Participant’s Deferral Election, the Participant shall specify on such form as may be prescribed by the Plan Administrator, the manner in which income, gains, losses and expenses are credited or charged to a Participant’s Deferred Compensation Accounts in accordance with Section 3.

(j)Notwithstanding the foregoing, if a Participant receives a distribution on account of hardship under any qualified plan that is described in Section 401(k) of the Code and which is maintained by the Company or a commonly controlled entity (as defined in Section 414(b) and (c) of the Code) of the Company (a “401(k) Plan”), then no amounts may be deferred under this Plan for a period of 6 months following the date the Participant receives the distribution on account of hardship from the 401(k) Plan; and no new deferral elections may be made under the Plan during such 6 month suspension period.

(k)The amount deferred shall be determined by applying the elected percentage to the gross amount of Salary or Incentive Award; provided however, that the amount deferred shall be limited to the amount remaining after withholding for all applicable taxes required to be withheld and other amounts authorized to be withheld at the time of deferral from an Eligible Employee’s Salary or Incentive Award.

(l)“Salary” does not include long-term disability payments received by a Participant from any source and elections to defer Salary under the Plan shall not apply to such amounts.

Section 3

Deferred Compensation Accounts

3.1           Deferred Compensation Accounts.  A bookkeeping account shall be established in the Participant’s name for each Plan Year for which a Participant defers Salary or an Incentive Award pursuant to a Deferral Election (“Deferred Compensation Account”).  Amounts deferred pursuant to a Deferral Election shall be credited to the Deferred Compensation Account as of the date on which, in the absence of a Deferral Election, the Participant would otherwise have received the deferred amounts.

3.2           Investment Income.  A Participant’s Deferred Compensation Account will be credited with investment income and gains and charged with investment losses and distributions

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as if the Participant’s Deferred Compensation Account was actually invested in accordance with the Participant’s investment elections under Section 3.3 among the funds made available for Participant directed investment (“Investment Funds”) in accordance with Section 3.4.

3.3           Investment Elections.  A Participant must make an investment election at the time of his Deferral Election.  The investment election shall allocate the amounts deferred among the Investment Funds made available for Participant directed investment in accordance with Section 3.4.  A Participant’s investment election shall remain in effect with respect to each subsequent deferral until the Participant files a change in investment election with the Plan Administrator.  A Participant may change his investment election either with respect to new deferrals credited after the change in investment election (in increments of 1%) or with respect to the investment allocation of all of the Participant’s existing Deferred Compensation Accounts (in increments of 1%), as the Participant may elect.

A change in investment election must be filed with the Plan Administrator on a form prescribed by the Plan Administrator; provided that the Plan Administrator may establish procedures for investment elections to be filed electronically or telephonically.  A change in investment election will become effective as soon as practicable following the Plan Administrator’s receipt of the change in investment election.

3.4           Investment Funds.  The Company shall designate two or more Investment Funds for Participant investment elections under the Plan.  Except for the Company Stock Fund (as described below), each Investment Fund shall be a mutual fund, collective investment trust or other common or collective investment vehicle.  The Company, in its sole discretion, may also designate shares of common stock of the Company (“Company Stock”) as an Investment Fund (the “Company Stock Fund”) under the Plan.  If the Company designates a Company Stock Fund as an Investment Fund under the Plan, deferred amounts deemed invested in the Company Stock Fund shall be credited with investment income, gains and losses as if such amounts were contributed under The St. Paul Companies, Inc. Savings Plus Plan (“Savings Plus”) and invested in The St. Paul Travelers Companies, Inc. Common Stock Fund under Savings Plus (or any successor plan thereto).

The Company, in its sole discretion, may prospectively designate additional Investment Funds, replace Investment Funds or eliminate Investment Funds from time to time; provided that there must be at least two Investment Funds available under the Plan at all times, one “stock” fund (not including the Company Stock Fund) and one “bond” fund.

If the Company eliminates or replaces an Investment Fund (an “Eliminated Fund”), each Participant must file a change in investment election to redirect the investment of amounts which were deemed to be invested in the Eliminated Fund.  This change in investment election must be filed as of a date specified by the Plan Administrator that is prior to the first day on which the Eliminated Fund ceases to be an Investment Fund (the “Elimination Date”).  If a Participant does not file a change in investment election by the specified date, the amounts that were deemed to be invested in the Eliminated Fund immediately prior to the Elimination Date will be deemed to be invested in such Investment Fund (or among such Investment Funds) as the Plan Administrator,

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in his sole discretion, shall designate until such time as the Participant files a valid change in investment election.

3.5           Vesting.  A Participant shall be fully vested at all times in the balance of his Deferred Compensation Accounts.

Section 4

Payment of Benefits

4.1           Time and Method of Payment.  In the event of a Distribution Event Date that results from the Participant’s Separation from Service other than a Retirement, payment of a Participant’s Deferred Compensation Accounts shall be in the form of a single lump sum.  In the event of a Distribution Event Date that results from a Retirement, or in the event of a Designated Distribution Date that falls prior to Separation from Service, payment of a Participant’s Deferred Compensation Account shall be made in the form of a single lump sum or shall commence in the form of installments as elected by the Participant in his Deferral Election.  No acceleration or further deferral of amounts deferred pursuant to a Deferral Election is permitted under the Plan.

If a Participant’s Deferred Compensation Account is payable in a single lump sum, the payment shall be made on, or as soon as practicable following, the Six Month Distribution Date or Designated Distribution Date, as the case may be, in an amount equal to the value of the Participant’s Deferred Compensation Account determined, in accordance with procedures established by the Plan Administrator, as of the close of the last day on which the major stock exchanges were open on or immediately prior to the Six Month Distribution Date or Designated Distribution Date.  If a Participant’s Deferred Compensation Account is payable in the form of installment payments, then the Participant’s Deferred Compensation Account shall be paid in annual installments over the period elected by the Participant.  If the sum of the Participant’s Deferred Compensation Account balances is less than $10,000 as of the Six Month Distribution Date or Designated Distribution Date, it will be distributed in a single lump payment; provided however, that to the extent required or necessary in order to comply with rules or regulations issued under Section 409A of the Code, a Participant’s Deferred Compensation Account balances under this Plan will be aggregated with other nonqualified deferred compensation amounts owing to the Participant by the Company (including its subsidiaries and affiliates) in determining whether a Participant’s balance is less than $10,000 for purposes of this sentence.  The first installment payment shall commence to be paid on, or as soon as practicable after, the Six Month Distribution Date or Designated Distribution Date.  Subsequent installment payments shall be paid within 30 days after each anniversary of the Six Month Distribution Date or Designated Distribution Date until the Participant’s Deferred Compensation Account has been paid in full.

Each installment payment shall equal (i) the balance of the Participant’s Deferred Compensation Account, determined in accordance with procedures established by the Plan Administrator, as of the close of the last day on which the major stock exchanges were open on or immediately prior to the Six Month Distribution Date or Designated Distribution Date (in the case of the first installment payment) and as of the applicable anniversary of the Six Month

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Distribution Date or Designated Distribution Date (in the case of subsequent installments), divided by (ii) the number of remaining installment payments.

4.2           Payment Upon Death of a Participant.  Notwithstanding the provisions of Section 2.2(e) and (h), a Participant’s Deferred Compensation Account shall be paid to the Participant’s Beneficiary (designated in accordance with Section 4.3) as soon as practicable following the Participant’s death in a lump sum, based upon the value of the Participant’s Deferred Compensation Account as of the close of the last day on which the major stock exchanges were open on or immediately prior to the date of payment; provided however, that if an installment payout to the Participant has already commenced at the time of the Participant’s death with respect to a given Deferred Compensation Account, the installment payout will continue in accordance with the originally elected schedule, unless such lump sum payment is permitted in such cases under Section 409A of the Code and other applicable law.

4.3           Beneficiary.

(a)  Each Participant shall have the right, at any time, to designate any person or persons as a beneficiary or beneficiaries (“Beneficiary” or “Beneficiaries”) to whom payments under this Plan shall be made in the event of the Participant’s death prior to complete distribution to the Participant of the benefits due under the Plan.  Each Beneficiary designation shall become effective only when filed in writing with the Plan Administrator on a form prescribed or accepted by the Plan Administrator.

(b)  Any Participant shall have the right to designate a new Beneficiary at any time by filing with the Plan Administrator a request for such change, but any such change shall become effective only upon receipt of such request by the Plan Administrator.  Upon receipt by the Plan Administrator of such request, the change shall relate back to and take effect as of the date the Participant signs such request whether or not the Participant is living at the time the Plan Administrator receives such request.

(c)  If there is no designated Beneficiary living at the death of the Participant, then such payment shall be made to the Participant’s spouse, if married; and if the Participant is not married, then such payment shall be made to the Participant’s estate.

4.4           Cash Payment.  All payments under the Plan shall be made in cash.

4.5           Withholding of Taxes.  The Company shall withhold any applicable Federal, state or local income tax from payments due under the Plan.  The Company shall also withhold Social Security taxes, including the Medicare portion of such taxes, and any other employment taxes as necessary to comply with applicable laws.

4.6           Limitations for Section 16b Insiders.  A “Section 16b Insider” shall include any Participant who has been deemed to be subject to Section 16 of the Securities and Exchange Act of 1934 (the “Exchange Act”) by the Company.  Notwithstanding any provision of the Plan, the Plan Administrator may impose such limitations and restrictions on the Section 16b Insiders’ Deferral Elections under Section 2.2, investment elections under Section 3.3 and elections with

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respect to the form of payment under Section 4.1 as he deems necessary or appropriate so that transactions by Section 16b Insiders do not present a risk of possible liability under Section 16b of the Exchange Act.

Section 5

Miscellaneous

5.1           Funding.  Benefits payable under the Plan to any Participant shall be paid by the Company.  The Company, including its subsidiaries and affiliates, shall not be required to fund, or otherwise segregate assets to be used for payment of benefits under the Plan.  While the Company may make investments in amounts equal or unequal to Participants’ investment elections hereunder, the Company, its subsidiaries and affiliates shall not be under any obligation to make such investments and any such investment shall remain an asset of the Company, its subsidiaries and affiliates, subject to the claims of their general creditors.  Notwithstanding the foregoing, the Company, its subsidiaries or affiliates, , may maintain one or more grantor trusts (“Trust”) to hold assets to be used for payment of benefits under the Plan.  The assets of the Trust with respect to benefits payable under the Plan shall remain subject to the claims of general creditors.  Any payments by a Trust of benefits provided to a Participant under the Plan shall be considered payment by the Company and shall discharge the Company, its subsidiaries and affiliates from any further liability under the Plan to the extent of such payments.

5.2           Benefit Statements.  As soon as practical after the end of each Plan Year (or after such additional date or dates as the Plan Administrator, in his discretion, may designate), the Plan Administrator shall provide each Participant with a statement of the balance of each of his Deferred Compensation Accounts hereunder as of the last day of such Plan Year (or as of such other dates as the Plan Administrator, in his discretion may designate).

5.3           Employment Rights.  Nothing contained in this Plan nor any action taken hereunder shall be construed as a contract of employment or as giving any Employee any right to be retained in the employ of the Company or its affiliates.

5.4           Interests Not Transferable.  Neither the rights of, nor benefits payable to, a Participant or Beneficiary under the Plan may be alienated, assigned, transferred, pledged or hypothecated by any person, at any time, or to any person whatsoever.  Such interest and benefits will be exempt from the claims of creditors or other claimants of the Participant or Beneficiary and from all orders, decrees, levies, garnishments or executions to the fullest extent allowed by law; provided that, the Plan will recognize a domestic relations order that divides any payment actually due and payable to a Participant under the Plan among the Participant and the alternate payee under such order to the extent permitted by Section 409A of the Code.

5.5           Forfeitures and Unclaimed Amounts.  Unclaimed amounts shall consist of the amounts of the Deferred Compensation Account of a Participant that cannot be distributed because of the Plan Administrator’s inability, after a reasonable search, to locate a Participant or his Beneficiary, as applicable, within a period of two (2) years after the date upon which the payment of benefits become due.  Unclaimed amounts shall be forfeited at the end of such two-year

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period.  These forfeitures will reduce the obligations of the Company under the Plan.  After an unclaimed amount has been forfeited, the Participant or Beneficiary, as applicable, shall have no further right to his Deferred Compensation Account.

5.6           Controlling Law.  The law of Minnesota, except its law with respect to choice of law, shall be controlling in all matters relating to the Plan to the extent not preempted by ERISA.

5.7           Gender and Number.  Words in the masculine gender shall include the feminine, and the plural shall include the singular and the singular shall include the plural.

5.8           Action by the Company.  Except as otherwise specifically provided herein, any action required of or permitted by the Company under the Plan shall be by action of the chief executive officer or by action of such person(s) authorized by the chief executive officer.

5.9           Obligations to Company.  If a Participant becomes entitled to a distribution of benefits under the Plan, and if at such time the Participant has outstanding any debt, obligation, or other liability representing an amount owing to the Company or its affiliates, then the Company may offset such amount owed to it against the amount of benefits otherwise distributable.  Such determination shall be made by the Plan Administrator.

Section 6

Amendment and Termination

The Company intends the Plan to be permanent, but reserves the right at any time to modify, amend or terminate the Plan, provided, however, that any amendment or termination of the Plan shall not reduce or eliminate any Deferred Compensation Account accrued through the date of such amendment or termination.  Upon termination of the Plan, the Company may elect either (a) to continue making payments of Deferred Compensation Accounts in accordance with the terms of the Deferral Elections in effect at the time of the termination and crediting Participant’s Deferred Compensation Accounts with income and gains and charging their Deferred Compensation Accounts for losses and distributions in accordance with Section 3.2, or (b) to distribute the Participant’s Deferred Compensation Accounts in a single lump sum to the extent permitted under Section 409A of the Code.

Executed this          day of               , 2004.

THE ST. PAUL TRAVELERS COMPANIES, INC.

By:

Title:

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EX-99.2

Exhibit 99.2

THE ST. PAUL TRAVELERS COMPANIES, INC.

DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS (the “Plan”)

(Amended and Restated December 1, 2004)

Preamble

The Plan is hereby amended and restated with respect to deferral of director compensation for services rendered after December 31, 2004, in order to address changes made to the Internal Revenue Code of 1986 (“Code”) by the American Jobs Creation Act of 2004 (“JOBS Act”).  Section 885 of the JOBS Act added Section 409A and related provisions to the Code and imposed new requirements with respect to nonqualified deferred compensation, such as that provided by the Plan.  Vested amounts earned and deferred by directors under the Plan for services performed in calendar year 2004 will remain subject to the terms of the Plan as in effect for periods prior to January 1, 2005.  (A reference copy of the Plan as in effect on October 3, 2004, with respect to periods of service prior to January 1, 2005, is attached hereto as Exhibit A.)  For compensation earned after December 31, 2004, the provisions of the Plan as amended and restated effective December 1, 2004, shall apply with respect to deferral of such compensation.  The purpose of this amendment and restatement are to conform the Plan to the requirements imposed by Section 885 of the JOBS Act and to preserve the grandfathered status of vested amounts earned and deferred with respect to services performed prior to January 1, 2005.  To the extent any provision of this Plan does not satisfy the requirements of Section 409A of the Code or any regulations or other guidance issued by the United States Treasury Department under Section 409A of the Code subsequent to the adoption of this Plan, such provision will be applied in a manner consistent with such requirements, regulations or guidance, notwithstanding any provision of the Plan or any contrary or inconsistent election made by a under the Plan.

Section 1.               Eligibility.  Each member of the Board of Directors (the “Board”) of The St. Paul Travelers Companies, Inc. (the “Company”) or one of its subsidiaries, if so designated by the Board, who is not an employee of the Company or any of its subsidiaries (an “Eligible Director”) is eligible to participate in the Plan.

Section 2.               Administration.  The Plan shall be administered, construed and interpreted by the Board.  Pursuant to such authorization, the Board shall have the responsibility for carrying out the terms of the Plan.  To the extent permitted under the securities laws applicable to compensation plans including, without limitation, the requirements of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Code, the Governance Committee of the Board, or a subcommittee of the Governance Committee, may exercise the discretion granted to the Board under the Plan, provided that the composition of such committee or subcommittee shall satisfy the requirements of Rule 16b-3 under the Exchange Act, or any successor rule or regulation.  The Board or the Governance Committee may also designate a plan administrator to manage the record keeping and other routine administrative duties under the Plan.  In the absence of the appointment of a plan administrator, the officer of the Company having direct responsibility for compensation and benefits shall be the plan administrator.

Section 3.               Deferral Eligible Amounts.

(a)           Annual Cash Compensation.  An Eligible Director shall be allowed to defer any director compensation otherwise payable in cash to an Eligible Director for services rendered during the calendar year, including cash compensation attributable to any annual retainer, committee chair or vice-chair fees, additional fees, meeting fees or other cash

compensation (“Annual Cash Compensation”).  Such deferral shall take the form of units of Company common stock (“Common Stock Units”) determined as provided in Section 5(a).

(b)           Annual Deferred Stock Awards.  An Eligible Director shall be allowed to defer the payment due with respect to any deferred stock units that have been awarded to the Eligible Director (“Annual Deferred Stock Awards”) under The St. Paul Travelers Companies, Inc. 2004 Stock Incentive Plan, or any successor thereto (the “Stock Incentive Plan”), provided that such deferral election shall not apply to any Common Stock Units credited as a result of an election to defer Annual Cash Compensation under Section 3(a) of this Plan or Common Stock Units awarded thereon as dividend equivalent units under the terms of this Plan.  Other than the terms specifically set forth in the Plan applicable to Annual Deferred Stock Awards, Annual Deferred Stock Awards shall be governed by the terms of the Stock Incentive Plan and any award agreement issued pursuant thereto.

Section 4.               Election to Defer.

(a)           Time of Election.

(i)            As soon as practicable prior to the beginning of a calendar year, an Eligible Director may elect to defer Annual Cash Compensation by directing that such amounts that otherwise would have been payable for services rendered during such calendar year shall be credited to a deferred compensation account (the “Director’s Account”).  Under a valid election, such Director’s Account shall be payable in accordance with Section 6(b) below.  Any person who shall become an Eligible Director during any calendar year, and who was not an Eligible Director prior to the beginning of such calendar year, may elect, within thirty (30) days after his or her term begins, to defer any Annual Cash Compensation payable for services rendered during the remainder of such calendar year.

(ii)           As soon as practicable prior to the beginning of a calendar year in which a grant of an Annual Deferred Stock Award may be made, an Eligible Director may elect to defer payment due with respect to such Annual Deferred Stock Award in accordance with Section 6(b) below.

(b)           Form and Duration of Election.  An election to defer shall be made by written notice executed by the Eligible Director and filed with the Secretary of the Company.

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Section 5.               The Director’s Account.  Annual Cash Compensation that an Eligible Director has elected to defer under the Plan shall be credited to the Director’s Account as Common Stock Units as follows:

(a)           As of the date any Annual Cash Compensation would otherwise be payable in cash to an Eligible Director, there shall be credited to the Director’s Account a number of Common Stock Units (full and fractional units to three decimal places) determined by dividing the Annual Cash Compensation he or she would otherwise have received in cash but for an election to defer under this Plan by the Fair Market Value of a share of Company common stock as determined for this purpose by the Compensation Committee pursuant to the Stock Incentive Plan.

(b)           As of the first business day after the end of each calendar quarter, there shall be credited to each Director’s Account a number of Common Stock Units (full and fractional units to three decimal places) determined by dividing the cash dividends that would have been paid on a number of shares of common stock of the Company equal to the number of Common Stock Units (disregarding fractional shares) credited to the Director’s Account as of the dividend record date, if any, occurring during such calendar quarter as if such shares of common stock had been shares of issued and outstanding common stock on such record date by the Fair Market Value of a share of Company common stock as determined for this purpose by the Compensation Committee pursuant to the Stock Incentive Plan.

(c)           An Eligible Director shall not have any interest in common stock of the Company as a result of Common Stock Units being credited to the Director’s Account until such common stock is distributed in accordance with the Plan.

(d)           Common Stock Units credited to the Director’s Account as a result of deferrals, dividend equivalents or other awards shall be awarded exclusively from and pursuant to the Stock Incentive Plan.  To the extent not inconsistent with the terms of the Plan, the Common Stock Units shall be subject to the terms of the Stock Incentive Plan.

Section 6.               Distribution from Accounts.

(a)           Form of Election.

(i)            For deferral of compensation for services performed prior to January 1, 2005, an Eligible Director must have already filed with the Secretary of the Company an initial election with respect to the time and method of distribution of the Director’s Account with his or her first opportunity to file a deferral election under the Plan as in effect prior to this amendment and restatement.

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(ii)           For deferral of compensation for services performed after December 31, 2004, including Annual Deferred Stock Awards vesting after December 31, 2004, an Eligible Director must file with the Secretary of the Company an election with respect to the time and method of distribution of the Director’s Account and Annual Deferred Stock Awards with the deferral election made pursuant to Section 4(a) of the Plan.

(b)           Time and Method of Distribution.  An Eligible Director may elect to receive payment of the Director’s Account, or payment of his or her accumulated Annual Deferred Stock Awards, in one lump sum payment or in a number of approximately equal annual installments (provided the payout period does not exceed 15 years).  With respect to the Director’s Account, an Eligible Director may elect that the lump-sum payment or the first installment shall be paid as of:

(i)            the first business day of any calendar year subsequent to the date the Annual Cash Compensation would otherwise be payable, as specified by the Director;

(ii)           six months following the cessation of his or her service as a director of the Company; or

(iii)          the earlier of (i) or (ii).

With respect to his or her accumulated Annual Deferred Stock Awards, an Eligible Director may elect that the lump-sum payment or the first installment be paid as of either (x) the date of payment after termination of service on the Board called for under the award agreement issued in connection with the Annual Deferred Stock Awards, or (y) as of the first business day of any calendar year subsequent to such date.

Subsequent installments shall be paid as of the first business day of each succeeding annual installment period until the entire amount credited to the Director’s Account or all accumulated Annual Deferred Stock Awards shall have been paid.  Each installment shall equal a number of whole shares of common stock of the Company determined by dividing the number of Common Stock Units credited to the Director’s Account or Annual Deferred Stock Awards credited to the Eligible Director by the number of remaining installments, including the current installment. A cash payment will be made with the final installments for any fractional Common Stock Unit or Annual Deferred Stock Award.

Any lump sum payment will equal a number of whole shares of common stock of the Company equal to the number of Common Stock Units credited to the Director’s Account or Annual Deferred Stock Awards credited to the Eligible Directors. A cash payment will be made for any fractional Common Stock Unit or Annual Deferred Stock Award.

(c)           Adjustment of Method of Distribution (Pre-2005 Deferrals)  With respect to amounts vested prior to January 1, 2005, and deferred by an Eligible Director under the Plan for services rendered prior to January 1, 2005, and only with respect to such amounts, including any earnings thereon (the “Pre-2005 Deferrals”), an Eligible Director, in accordance with the terms of the Plan as in effect prior to October 3, 2004, may at any time file another written election with the Secretary of the Company to change the date and/or method of distribution of the balance of his or her Director’s Account or accumulated Annual Deferred Stock Awards attributable to such Pre-2005 Deferrals.  An election under this Section (c) to change the date and/or method of distribution will be effective only if it is filed with the Secretary of the Company at least one (1) year before the earlier of the date on which the Eligible Director terminates service on the Board, or the payment date specified with respect to the Director’s Account pursuant to Section 6(b)(i).  With respect to

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Pre-2005 Deferrals, and only with respect to such amounts in the event an Eligible Director suffers a severe financial hardship outside the control of such Eligible Director, as determined by the Governance Committee, the Eligible Director may elect to advance or defer the date of distribution of his or her Pre-2005 Deferrals, or change the method of distribution thereof, in accordance with the terms of the Plan as in effect prior to October 3, 2004.

(d)           Change of Control (Pre-2005 Deferrals).  With respect to Pre-2005 Deferrals, upon a “Change of Control” (as defined in the Stock Incentive Plan), the full balance of each Director’s Account attributable to Pre-2005 Deferrals shall be distributable on the earlier of the date six months and one day following the “Change of Control” or the distribution date(s) previously elected by an Eligible Director, in accordance with the terms of the Plan as in effect prior to October 3, 2004.

Section 7.               Distribution on Death.  If an Eligible Director dies before the full balance of the Director’s Account and all accumulated Annual Deferred Stock Awards that have been deferred have been distributed to the Eligible Director, the balance shall be paid promptly following such Director’s death, in accordance with the method of payment elected by the Eligible Director, to the beneficiary designated in writing by such Eligible Director.  Such balance shall be paid to the surviving spouse of the Eligible Director or, if the Eligible Director has no surviving spouse, then to the estate of the Eligible Director if (a) no such designation has been made or (b) the designated beneficiary shall have predeceased the Director and no further beneficiary designation has been made.

Section 8.               Miscellaneous.

(a)           A Director’s Account shall also be credited with Common Stock Units attributable to deferred stock units previously credited to his or her account under The St. Paul Companies, Inc. Deferred Stock Plan for Non-Employee Directors or the Travelers Property Casualty Corp. Compensation Plan for Non-Employee Directors, and the administration of such amounts hereinafter shall be governed by the terms of this Plan as in effect for vested amounts earned and deferred prior to January 1, 2005 (see Exhibit A).

(b)           The right of an Eligible Director to receive any amount in the Director’s Account or any accumulated Annual Deferred Stock Awards that have been deferred under the Plan shall not be transferable or assignable by such Eligible Director, except by will or by the laws of descent and distribution, and, except to the extent otherwise permitted by law, no part of such amount shall be subject to attachment or other legal process.

(c)           Except as otherwise set forth herein and as required to reserve shares of common stock for issuance pursuant to the terms hereof, the Company shall not be required to reserve or otherwise set aside funds for the payment of its obligations hereunder.  The Company shall make available as and when required a sufficient number of shares of common stock to meet the requirements arising under the Plan.  Such shares shall be issued under and pursuant to the Stock Incentive Plan.

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(d)           The establishment and maintenance of, or allocation and credits to, the Director’s Account or the deferral of Annual Deferred Stock Awards shall not vest in the Eligible Director or his beneficiary any right, title or interest in and to any specific assets of the Company.  An Eligible Director shall not have any dividend or voting rights or any other rights of a shareholder (except as expressly set forth in Section 5(b) with respect to dividends and as provided in Section 8(h) below) until the shares of common stock are distributed pursuant to the Plan.  The rights of an Eligible Director to receive payments under this Plan shall be no greater than the right of an unsecured general creditor of the Company.

(e)           Notwithstanding any other provision hereof, if, at the time of termination of service as a director, the total balance of an Eligible Director’s Account and Annual Deferred Stock Awards deferred under the Plan is less than $10,000, such balance shall be paid in full on the first day of the calendar quarter following such termination of service.

(f)            The Plan shall continue in effect until terminated by the Board.  The Board may at any time amend or terminate the Plan; provided, however, that (i) no amendment or termination shall impair the rights of an Eligible Director with respect to amounts then credited to the Director’s Account or with respect to any  Annual Deferred Stock Awards deferred under the Plan; (ii) no amendment shall become effective without approval of the shareholders of the Company if such shareholder approval is required to enable the Plan to satisfy applicable state or Federal statutory or regulatory requirements, or the rules of the New York Stock Exchange; and (iii) no amendment or termination shall accelerate any payment under the Plan except as permitted under Section 409A of the Code.

(g)           Each Eligible Director participating in the Plan will receive an annual statement indicating the number of shares of common stock or Common Stock Units credited to the Director’s Account and Annual Deferred Stock Awards that are being deferred under the Plan, as of the end of the preceding calendar year.

(h)           If adjustments are made to outstanding shares of common stock as a result of stock dividends, stock splits, recapitalizations, mergers, consolidations and similar transactions, an appropriate adjustment shall be made in the number of shares of common stock or Common Stock Units credited to the Director’s Account and to Annual Deferred Stock Awards deferred under the Plan.

(i)            The validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of the State of Minnesota, without regard to the conflicts of laws provisions thereof.

(j)            All claims and disputes between an Eligible Director and the Company arising out of the Plan shall be submitted to arbitration in accordance with the then current arbitration policy of the Company.  Notice of demand for arbitration shall be given in writing to the other party and shall be made within a reasonable time after the claim or dispute has arisen.  The award rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.  The provisions of this Section 8(i) shall be specifically enforceable under applicable law in any court having jurisdiction thereof.

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(k)           If any term or provision of this Plan or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, then the remainder of the Plan, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision hereof shall be valid and be enforced to the fullest extent permitted by applicable law.

(l)            If a termination of service on the Board does not result in a separation from service under Section 409A of the Code, distributions under the Plan that are otherwise determined by reference to separation from service on the Board will instead be determined by reference to separation from service as defined under Section 409A of the Code.

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