S-8 POS

As filed with the Securities and Exchange Commission on November 24, 2009

Registration Number 033-24575

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

THE TRAVELERS COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Minnesota	41-0518860
(State of incorporation)	(IRS Employer Identification No.)

485 Lexington Avenue

New York, NY 10017

(Address of Principal Executive Offices) (Zip Code)

ST. PAUL (UK) 1988 EXECUTIVE SHARE OPTION SCHEME (PLAN 1 AND 2)

(Full title of the plan)

Matthew S. Furman, Esq.
Senior Vice President and Corporate Secretary
The Travelers Companies, Inc.
385 Washington Street

St. Paul, MN 55102

(917) 778-6828

(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer x	Accelerated filer o
Non-accelerated filer (Do not check if a smaller reporting company) o	Smaller reporting company o

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (the “Registration Statement”), File No. 033-24575, which originally registered shares of common stock of The St. Paul Companies, Inc. (now known as The Travelers Companies, Inc.) for issuance pursuant to the St. Paul (UK) 1988 Executive Share Option Scheme (Plan 1 and 2) (the “Plan”).  The Plan has terminated and this Post-Effective Amendment is filed to deregister the 125 remaining shares registered, but not issued, under the Registration Statement following termination of the Plan.

Item 8.    Exhibits

The following is a complete list of Exhibits filed or incorporated by reference as part of this Post-Effective Amendment to the Registration Statement on Form S-8:

Exhibit	Description
24	Powers of Attorney.

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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 Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 24, 2009.

THE TRAVELERS COMPANIES, INC.
By:	/s/ Matthew S. Furman
Name:	Matthew S. Furman
Title:	Senior Vice President and Corporate Secretary

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Date: November 24, 2009	/s/ Jay S. Fishman
	Jay S. Fishman, Director, Chairman and Chief Executive Officer
Date: November 24, 2009	/s/ Jay S. Benet
	Jay S. Benet, Vice Chairman and Chief Financial Officer
Date: November 24, 2009	/s/ Douglas K. Russell
	Senior Vice President and Corporate Controller
Date: November 24, 2009	By:	*
	Alan L. Beller, Director
Date: November 24, 2009	By:	*
	John H. Dasburg, Director
Date: November 24, 2009	By:	*
	Janet M. Dolan, Director
Date: November 24, 2009	By:	*
	Kenneth M. Duberstein, Director
Date: November 24, 2009	By:	*
	Lawrence G. Graev, Director
Date: November 24, 2009	By:	*
	Patricia L. Higgins, Director
Date: November 24, 2009	By:	*
	Thomas R. Hodgson, Director

3

Date: November 24, 2009	By:	*
	Cleve L. Killingsworth, Jr., Director
Date: November 24, 2009	By:	*
	Robert I. Lipp, Director
Date: November 24, 2009	By:	*
	Blythe J. McGarvie, Director
Date: November 24, 2009	By:	*
	Laurie J. Thomsen, Director
Date: November 24, 2009	*By:	/s/ Matthew S. Furman
	Matthew S. Furman, Attorney-in-fact

4

EX-24

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, the undersigned, a director of The Travelers Companies, Inc., a Minnesota corporation (the “Company”), do hereby make, nominate and appoint Matthew S. Furman and Wendy C. Skjerven, and each of them, with full powers to act without the other, as my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign on my behalf one or more Post-Effective Amendments to Registration Statements on Form S-8 of The Travelers Companies, Inc. (the “Post-Effective Amendments”) relating to the deregistration of securities previously registered on Registration Statements on Form S-8 for issuance under each of the following plans:

St. Paul Management Limited Employee Share Participation Plan

Victoria Financial Corporation 401(k) Plan

USF&G Capital Accumulation Plan

St. Paul Re, Inc. Long-Term Incentive Plan

St. Paul Companies, Inc. Deferred Stock Award Plan

The St. Paul (UK) 1988 Share Option Schemes

Non-Employee Director Stock Retainer Plan

1988 Stock Option Plan and 1980 Stock Option Plan

St. Paul (UK) 1988 Executive Share Option Scheme (Plan 1 and 2)

Minet 1988 Share Save Scheme

St. Paul UK 1988 (SAYE) Scheme

and to make such changes in and additions and amendments to such Registration Statements (including further post-effective amendments) and to sign the same on my behalf, and to file the Post-Effective Amendments, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and such signature shall have the same force and effect as though I had manually signed such Post-Effective Amendments.

Date:  November 4, 2009

/s/ Alan L. Beller	/s/ Thomas R. Hodgson
Alan L. Beller	Thomas R. Hodgson
/s/ John H. Dasburg	/s/ Cleve L. Killingsworth
John H. Dasburg	Cleve L. Killingsworth
/s/ Janet M. Dolan	/s/ Robert I. Lipp
Janet M. Dolan	Robert I. Lipp
/s/ Kenneth M. Duberstein	/s/ Blythe J. McGarvie
Kenneth M. Duberstein	Blythe J. McGarvie
/s/ Lawrence G. Graev	/s/ Laurie J. Thomsen
Lawrence G. Graev	Laurie J. Thomsen
/s/ Patricia L. Higgins
Patricia L. Higgins