Common use of Retirement Rule Clause in Contracts

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee in its sole discretion). If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % of Performance Shares Vested >16.0% 150% (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 14.0%, 115% of the Performance Shares would be vested).

Retirement Rule. If, as of your Termination DateDate (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” The Retirement Rule does will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee Company in its sole discretiondiscretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarilyinvoluntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % of Performance Shares Vested >16.0% 150% (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of Performance Shares performance shares vested shall be interpolated (for example, if Performance Period XXX is 14.0%, 115% of the Performance Shares performance shares would be vested).. Definitions:

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee in its sole discretion)cause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If Youyou are terminated under the Company’s applicable separation pay plan or successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. If you: Meet the Retirement Rule (subject to Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee in its sole discretion)Group, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily, or if you are employed in any state where state law prohibits such non-compete provision, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS- Performance Share Vesting Grid To Travelers’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Share Award Notification and Agreement Performance Period XXX* % of Performance Shares Vested >16.0% 150% 15.0 130 (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 7.0 50 (Threshold) <8.0 < 7.0 0 * For any Performance Period XXX (as defined below) that is at least 8.07.0%, but falls between two Performance Period XXX performance levels, the percentage of Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 14.0%, 115% of the Performance Shares would be vested).. Definitions:

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee in its sole discretion)cause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If Youyou are terminated under the Company’s applicable separation pay plan or successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. If you: Meet the Retirement Rule (subject to Exhibit C, if applicable) You Your restricted stock unit Award Shares will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to fraction, the numerator of which is the number of days from the first day of the Performance Period Grant Date to the Termination Date, divided by and the total denominator of which is the number of days in the Performance Periodoriginal vesting period for the restricted stock unit Award. Any such At your retirement, any Award Shares in excess of that amount determined under the immediately preceding sentence will be forfeited and cancelled. The restricted stock unit Award Shares that you retain will continue to vest and the shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee in its sole discretion)Group, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily, or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. If you meet the Retirement Rule and are terminated involuntarily, the restricted stock unit Awards that you retain (as determined using the proration fraction set forth above) generally will be distributed as soon as practicable following your Termination Date. However, if you are considered a “specified employee” under the tax laws (which generally includes the top 50 officers ranked by included compensation) and you are terminated involuntarily, the shares of Common Stock represented by your retained restricted stock unit Awards will not be issued and distributed to you until six months following your Termination Date or, if earlier, on the originally scheduled Vesting Date for the Award, provided you comply with the non-compete requirement during that delayed period, unless you are employed in a state where state law prohibits such non-compete requirement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % of Performance Shares Vested >16.0% 150% (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 14.0%, 115% of the Performance Shares would be vested).

Retirement Rule. If, as of your Termination DateDate (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service, service or (iiiii) age 55 with 10 or more full years of service, then you meet the “"Retirement Rule.” " The Retirement Rule does will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee Company in its sole discretiondiscretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit CB, if applicable) You Your restricted stock unit Award Shares will be entitled continue to receive a number of shares of Common Stock equal to vest and the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarilyinvoluntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 8(f) of the Award Agreement. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % Special Rules Applicable to Participants Based in Certain Jurisdictions Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Award granted to the Participant under The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (the “Plan”) if the Participant is employed in one of Performance Shares Vested >16.0% 150% the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage of Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 14.0%, 115% of provisions set forth in this Exhibit B will apply to the Performance Shares would be vested)Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant.

Retirement Rule. If, as of your Termination DateDate (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “"Retirement Rule.” " The Retirement Rule does will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee Company in its sole discretiondiscretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit CB, if applicable) You Your restricted stock unit Award Shares will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to fraction, the numerator of which is the number of days from the first day of the Performance Period Grant Date to the Termination Date, divided by and the total denominator of which is the number of days in the Performance Periodoriginal vesting period for the restricted stock unit Award. Any such At your retirement, any Award Shares in excess of that amount determined under the immediately preceding sentence will be forfeited and cancelled. The restricted stock unit Award Shares that you retain will continue to vest and the shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarilyinvoluntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 8(f) of the Award Agreement. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % Special Rules Applicable to Participants Based in Certain Jurisdictions Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Award granted to the Participant under The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (the “Plan”) if the Participant is employed in one of Performance Shares Vested >16.0% 150% the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage of Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 14.0%, 115% of provisions set forth in this Exhibit B will apply to the Performance Shares would be vested)Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant.

Retirement Rule. If, as of your Termination DateDate (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service, service or (iiiii) age 55 with 10 or more full years of service, then you meet the “"Retirement Rule.” " The Retirement Rule does will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee Company in its sole discretiondiscretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to subjectto Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarilyinvoluntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ ' PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % of Performance Shares Vested >16.0≥16.0% 150200% (Maximum) 15.5 14.5 180 13.0 160 12.5 150 12.0 140 15.0 11.5 130 14.5 11.0 120 13.5 10.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of Performance Shares performance shares vested shall be interpolated (for example, if Performance Period XXX is 14.013.75%, 115170% of the Performance Shares performance shares would be vested).

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” The Retirement Rule does will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee Company in its sole discretion at the time of or its designee following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion). If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarilyinvoluntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % of Performance Shares Vested >16.0% 150% (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of Performance Shares performance shares vested shall be interpolated (for example, if Performance Period XXX is 14.0%, 115% of the Performance Shares performance shares would be vested).. Definitions:

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee in its sole discretion)cause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee in its sole discretion)Group, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % of Performance Shares Vested >16.0> 14.0% 150130% (Maximum) 15.5 140 15.0 130 14.5 13.5 120 13.5 12.5 110 10.0 9.0 100 8.5 8.0 75 8.0 7.0 50 (Threshold) <8.0 < 7.0 0 * For any Performance Period XXX (as defined below) that is at least 8.07.0%, but falls between two Performance Period XXX performance levels, the percentage of Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 14.013.0%, 115% of the Performance Shares would be vested).

Retirement Rule. If, as of your Termination DateDate (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service, service or (iiiii) age 55 with 10 or more full years of service, then you meet the “"Retirement Rule." If you meet the Retirement Rule pursuant to clause (ii) of the preceding sentence (but not pursuant to clause (i) of the preceding sentence), that will constitute an “Early Retirement” for purposes of this Agreement. The Retirement Rule does will not apply to your Option or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee Company in its sole discretiondiscretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Option or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit C, B if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to Unvested options fully vest on the Termination Date, divided by . Vested options may be exercised for up to five years from the total number of days Termination Date in the Performance Period. Any such shares will case of an Early Retirement, but no later than the original option expiration date, and may be received at exercised until the time original option expiration date in the case of settlement of the Performance Shares after the end of the Performance Period. You will have a right to payment under termination meeting the Retirement Rule provided thatthat is not an Early Retirement; provided, prior to the time of settlementin each case, that you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarilyinvoluntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under you exercise any options subject to the above rulesRetirement Rule, as a condition to receiving payment, you your exercise will be required to certify represent and constitute your certification to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Option will be immediately forfeited and any portion of the Option previously paid to you will be subject to recoupment by the Company in accordance with Section 8(f) of the Award Agreement. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % Special Rules Applicable to Participants Based in Certain Jurisdictions Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Option granted to the Participant under The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (the “Plan”) if the Participant is employed in one of Performance Shares Vested >16.0% 150% the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of Performance Shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant's participation in the Plan. The information is based on the securities, if Performance Period XXX is 14.0%exchange control and other laws in effect in the respective jurisdictions as of January 2021. Such laws are often complex and change frequently. As a result, 115% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the Performance Shares would Participant’s participation in the Plan because the information may be vested).out of date by the time the Participant’s Option hereunder is exercised. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant's situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply. * * *

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee in its sole discretion)cause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If Youyou are terminated under the Company’s applicable separation pay plan or successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. If you: Meet the Retirement Rule (subject to Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee in its sole discretion)Group, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete competition provision if you are terminated involuntarily, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERSB—Performance Share Vesting Grid To Travelers’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Share Award Notification and Agreement Performance Period XXX* % of Performance Shares Vested >16.0> 16.0 % 150160 % (Maximum) 15.5 150 15.0 140 15.0 14.5 130 14.5 14.0 120 13.5 13.0 110 12.0 100 10.0 100 8.5 75 8.0 50 (Threshold) << 8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 14.013.5%, 115% of the Performance Shares would be vested).

Retirement Rule. If, as of your Termination DateDate (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service, service or (iiiii) age 55 with 10 or more full years of service, then you meet the “"Retirement Rule." If you meet the Retirement Rule pursuant to clause (ii) of the preceding sentence (but not pursuant to clause (i) of the preceding sentence), that will constitute an “Early Retirement” for purposes of this Agreement. The Retirement Rule does will not apply to your Option or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee Company in its sole discretiondiscretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Option or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit C, B if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to Unvested options fully vest on the Termination Date, divided by . Vested options may be exercised for up to five years from the total number of days Termination Date in the Performance Period. Any such shares will case of an Early Retirement, but no later than the original option expiration date, and may be received at exercised until the time original option expiration date in the case of settlement of the Performance Shares after the end of the Performance Period. You will have a right to payment under termination meeting the Retirement Rule provided thatthat is not an Early Retirement; provided, prior to the time of settlementin each case, that you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarilyinvoluntarily or if you are employed in any state or country where applicable law prohibits such non-compete provisions, as identified in the state and country-specific modifications set forth in Exhibit B of the Award Agreement, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under you exercise any options subject to the above rulesRetirement Rule, as a condition to receiving payment, you your exercise will be required to certify represent and constitute your certification to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. Subject to the state- and country-specific modifications set forth in Exhibit B of the Award Agreement, in the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Option will be immediately forfeited and any portion of the Option previously paid to you will be subject to recoupment by the Company in accordance with Section 8(f) of the Award Agreement. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % Special Rules Applicable to Participants Based in Certain Jurisdictions Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Option granted to the Participant under The Travelers Companies, Inc. 2023 Stock Incentive Plan (the “Plan”) if the Participant’s Employment Jurisdiction is one of Performance Shares Vested >16.0% 150% the jurisdictions listed below on the Grant Date or on the Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levelsbased on the Participant’s Employment Jurisdiction on the Grant Date or on the Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of Performance Shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant's participation in the Plan. The information is based on the securities, if Performance Period XXX is 14.0%exchange control, 115% and other laws in effect in the respective jurisdictions as of July 2023. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant should not rely on such information noted in this Exhibit B as the only source of information relating to the consequences of the Performance Shares Participant’s participation in the Plan because the information may be out of date by the time the Participant’s Option hereunder is exercised. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s Employment Jurisdiction may apply to the Participant's situation. * * * Low Wage Worker Protections. The parties acknowledge that some states prohibit or place limitations on the use of covenants not to compete or noncompete covenants with an employee considered to be a low wage worker based on the employee’s rate of compensation or overtime exemption status under the Fair Labor Standards Act (a “Low Wage Worker Protection” law, or “LWWP law”). It is the parties’ intent not to create any restriction that would violate any controlling state LWWP law. Where the controlling state’s law includes an LWWP law, it is the parties’ intent that this Agreement’s obligations be vested).construed so as to fit within any applicable exclusion for duty of loyalty obligations, non-solicitation covenants, confidential information protection covenants, and intellectual property assignment agreements recognized under the LWWP law at issue, and that it not create a prohibited covenant not to compete. Alabama:

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee in its sole discretion)cause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If Youyou are terminated under the Company’s applicable separation pay plan or successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. * The Committee, in its sole discretion, determines what constitutes “gross misconduct” and “cause.” If you: Meet the Retirement Rule (subject Unvested options fully vest on the Termination Date. Vested options may be exercised for up to Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days three years from the first day of the Performance Period to the Termination Date, divided by but no later than the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule original option expiration date, provided that, prior to the time of settlement, that you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee in its sole discretion)Group, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete competition provision if you are terminated involuntarily, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under you exercise any options subject to the above rulesRetirement Rule, as a condition to receiving payment, you your exercise will be required to certify represent and constitute your certification to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS— To Travelers’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % of Performance Shares Vested >16.0% 150% (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 14.0%, 115% of the Performance Shares would be vested).Stock Option Grant Notification and Agreement

Retirement Rule. If, as of your Termination DateDate (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” The Retirement Rule does will not apply to your Option or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee Company in its sole discretiondiscretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Option or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit C, B if applicable) You will Unvested options fully vest on the Termination Date. Vested options may be entitled exercised for up to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days three years from the first day of the Performance Period to the Termination Date, divided by but no later than the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule original option expiration date, provided that, prior to the time of settlement, that you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarilyinvoluntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under you exercise any options subject to the above rulesRetirement Rule, as a condition to receiving payment, you your exercise will be required to certify represent and constitute your certification to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Option will be immediately forfeited and any portion of the Option previously paid to you will be subject to recoupment by the Company in accordance with Section 8(f) of the Award Agreement. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % Special Rules Applicable to Participants Based in Certain Jurisdictions Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Option granted to the Participant under The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (the “Plan”) if the Participant is employed in one of Performance Shares Vested >16.0% 150% the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of Performance Shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant’s participation in the Plan. The information is based on the securities, if Performance Period XXX is 14.0%exchange control and other laws in effect in the respective jurisdictions as of January 2018. Such laws are often complex and change frequently. As a result, 115% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the Performance Shares would Participant’s participation in the Plan because the information may be vested).out of date by the time the Participant’s Option hereunder is exercised. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant’s situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply. * * *

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee in its sole discretion)cause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit C, if applicable) You Your restricted stock unit Award Shares will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to fraction, the numerator of which is the number of days from the first day of the Performance Period Grant Date to the Termination Date, divided by and the total denominator of which is the number of days in the Performance Periodoriginal vesting period for the restricted stock unit Award. Any such At your retirement, any Award Shares in excess of that amount determined under the immediately preceding sentence will be forfeited and cancelled. The restricted stock unit Award Shares that you retain will continue to vest and the shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee in its sole discretion)Group, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. If you meet the Retirement Rule and are terminated involuntarily, the restricted stock unit Awards that you retain (as determined using the proration fraction set forth above) generally will be distributed as soon as practicable following your Termination Date. However, if you are considered a “specified employee” under the tax laws (which generally includes the top 50 officers ranked by included compensation) and you are terminated involuntarily, the shares of Common Stock represented by your retained restricted stock unit Awards will not be issued and distributed to you until six months following your Termination Date or, if earlier, on the originally scheduled Vesting Date for the Award, provided you comply with the non-compete requirement during that delayed period. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % of Performance Shares Vested >16.0% 150% (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 14.0%, 115% of the Performance Shares would be vested).

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” The Retirement Rule does will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee Company in its sole discretion) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment). If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarilyinvoluntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % of Performance Shares Vested >16.0% 150% (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of Performance Shares performance shares vested shall be interpolated (for example, if Performance Period XXX is 14.0%, 115% of the Performance Shares performance shares would be vested).. Definitions:

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee in its sole discretion). If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit C, B if applicable) You will Unvested options fully vest on the Termination Date. Vested options may be entitled exercised for up to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days three years from the first day of the Performance Period to the Termination Date, divided by but no later than the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule original option expiration date, provided that, prior to the time of settlement, that you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under you exercise any options subject to the above rulesRetirement Rule, as a condition to receiving payment, you your exercise will be required to certify represent and constitute your certification to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % Special Rules Applicable to Participants Based in Certain Jurisdictions Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Award granted to the Participant under The Travelers Companies, Inc. 2014 Stock Incentive Plan (the “Plan”) if the Participant is employed in one of Performance Shares Vested >16.0% 150% the jurisdiction listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of Performance Shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant’s participation in the Plan. The information is based on the securities, if Performance Period XXX is 14.0%exchange control and other laws in effect in the respective jurisdictions as of January 2015. Such laws are often complex and change frequently. As a result, 115% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the Performance Shares would Participant’s participation in the Plan because the information may be vested).out of date by the time the Participant’s Option hereunder is exercised. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant’s situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply. * * *

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee in its sole discretion)cause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If Youyou are terminated under the Company’s applicable separation pay plan or successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. If you: Meet the Retirement Rule (subject to Exhibit C, if applicable) You Your restricted stock unit Award Shares will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to fraction, the numerator of which is the number of days from the first day of the Performance Period Grant Date to the Rule Termination Date, divided by and the total denominator of which is the number of days in the Performance Periodoriginal vesting period for the restricted stock unit Award. Any such At your retirement, any Award Shares in excess of that amount determined under the immediately preceding sentence will be forfeited and cancelled. The restricted stock unit Award Shares that you retain will continue to vest and the shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee in its sole discretion)Group, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily, or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. If you meet the Retirement Rule and are terminated involuntarily, the restricted stock unit Awards that you retain (as determined using the proration fraction set forth above) generally will be distributed as soon as practicable following your Termination Date. However, if you are considered a “specified employee” under the tax laws (which generally includes the top 50 officers ranked by included compensation) and you are terminated involuntarily, the shares of Common Stock represented by your retained restricted stock unit Awards will not be issued and distributed to you until six months following your Termination Date or, if earlier, on the originally scheduled Vesting Date for the Award, provided you comply with the non-compete requirement during that delayed period, unless you are employed in a state where state law prohibits such non-compete requirement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % THE PARTICIPANT’S ACCEPTANCE (Click on the button below to accept the terms of Performance Shares Vested >16.0% 150% this Award Agreement, including the Exhibit thereto. You will not be able to undo this change.) Agree/Accept (MaximumClick on the button below to return to ECW and accept the terms of this Award Agreement at another time.) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 14.0%, 115% of the Performance Shares would be vested).Return to Equity Compensation Web

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee in its sole discretion)cause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If Youyou are terminated under the Company’s applicable separation pay plan or successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. If you: Meet the Retirement Rule (subject to Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee in its sole discretion)Group, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily, or if you are employed in any state where state law prohibits such non-compete provision, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS- Performance Shares Vesting Grid To Travelers’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Shares Award Notification and Agreement Performance Period XXX* % of Performance Shares Vested >16.015.0% 150130% (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 7.0 50 (Threshold) <8.0 < 7.0 0 * For any Performance Period XXX (as defined below) that is at least 8.07.0%, but falls between two Performance Period XXX performance levels, the percentage of Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 14.0%, 115% of the Performance Shares would be vested).. Definitions:

Retirement Rule. If, as of your Termination DateDate (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” The Retirement Rule does will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee Company in its sole discretiondiscretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit CB, if applicable) You Your restricted stock unit Award Shares will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to fraction, the numerator of which is the number of days from the first day of the Performance Period Grant Date to the Termination Date, divided by and the total denominator of which is the number of days in the Performance Periodoriginal vesting period for the restricted stock unit Award. Any such At your retirement, any Award Shares in excess of that amount determined under the immediately preceding sentence will be forfeited and cancelled. The restricted stock unit Award Shares that you retain will continue to vest and the shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarilyinvoluntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 8(f) of the Award Agreement. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % Special Rules Applicable to Participants Based in Certain Jurisdictions Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Award granted to the Participant under The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (the “Plan”) if the Participant is employed in one of Performance Shares Vested >16.0% 150% the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of Performance Shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant’s participation in the Plan. The information is based on the securities, if Performance Period XXX is 14.0%exchange control and other laws in effect in the respective jurisdictions as of January 2017. Such laws are often complex and change frequently. As a result, 115% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the Performance Shares would Participant’s participation in the Plan because the information may be vested).out of date by the time the Participant’s Award hereunder is settled. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant’s situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply. * * *

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee in its sole discretion)cause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If Youyou are terminated under the Company’s applicable separation pay plan or successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. If you: Meet the Retirement Rule (subject to Exhibit C, if applicable) You Your restricted stock unit Award Shares will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to fraction, the numerator of which is the number of days from the first day of the Performance Period Grant Date to the Termination Date, divided by and the total denominator of which is the number of days in the Performance Periodoriginal vesting period for the restricted stock unit Award. Any such At your retirement, any Award Shares in excess of that amount determined under the immediately preceding sentence will be forfeited and cancelled. The restricted stock unit Award Shares that you retain will continue to vest and the shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee in its sole discretion)Group, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if If you meet the Retirement Rule and are terminated involuntarily, the restricted stock unit Awards that you retain (as determined using the proration fraction set forth above) generally will be distributed as soon as practicable following your Termination Date. In that case you will not be subject to the non-compete requirement but you will remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. However, if you are considered a “specified employee” under the tax laws (which generally includes the top 50 officers ranked by included compensation) and you are terminated involuntarily, the shares of Common Stock represented by your retained restricted stock unit Awards will not be issued and distributed to you until six months following your Termination Date or, if earlier, on the originally scheduled Vesting Date for the Award, provided you comply with the non-compete requirement during that delayed period. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS– To Travelers’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % of Performance Shares Vested >16.0% 150% (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 14.0%, 115% of the Performance Shares would be vested).Restricted Stock Unit Award Notification and Agreement

Retirement Rule. If, as of your Termination Datetermination date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your termination date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee in its sole discretion)cause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If Youyou: Meet the Retirement Rule (subject to Exhibit C, if applicable) You Your restricted stock unit Award Shares will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to fraction, the numerator of which is the number of days from the first day grant date to your date of termination, and the Performance Period to denominator of which is the Termination Date, divided by the total number of days in the Performance Periodoriginal vesting period for the restricted stock unit Award. Any such At your retirement, any Award Shares in excess of that amount determined under the immediately preceding sentence will be forfeited and cancelled. The restricted stock unit Award Shares that you retain will continue to vest and the shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee in its sole discretion)Company, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You If you meet the Retirement Rule and are terminated involuntarily, the restricted stock unit Awards that you retain (as determined using the proration fraction set forth above) generally will be distributed as soon as practicable following your termination date, and you will not be subject to this the non-compete provision requirement in that case. However, if you are considered a “specified employee” under the tax laws (which generally includes the top 50 officers ranked by included compensation) and you are terminated involuntarily, but the shares of Common Stock represented by your retained restricted stock unit Awards will not be issued and distributed to you remain subject to Sections 9 and 10 until six months following your termination of employment or, if earlier, on the Award Agreementoriginally scheduled Vesting Date for the Award, and provided you comply with the XXX Agreementnon-compete requirement during that delayed period. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group Company since your Termination Date, and termination date. You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. Notes to the termination provisions · The Committee determines what constitutes “gross misconduct” and “cause.” EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT Performance Period XXX* % THIS NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT (“Agreement”) is a part of Performance Shares Vested >16.0% 150% the terms and conditions of the award issued by The Travelers Companies, Inc., a Minnesota corporation with its principal place of business located in St. Xxxx, Minnesota and its affiliated entities (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levelscollectively, the percentage of Performance Shares vested shall be interpolated (for example“Company”), if Performance Period XXX is 14.0%, 115% in favor of the Performance Shares would be vested)participant named in the term sheet (the “Employee”) to which this Agreement is attached as an exhibit.

Retirement Rule. If, as of your Termination Datetermination date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your termination date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee in its sole discretion)cause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If Youyou: Meet the Retirement Rule (subject Unvested options fully vest on the termination date. Vested options may be exercised for up to Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days three years from the first day of termination date, but no later than the Performance Period to the Termination Dateoriginal option expiration date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, that you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee in its sole discretion)Company, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete competition provision if you are terminated involuntarily, but . When you remain exercise any options subject to Sections 9 the Retirement Rule, your exercise will represent and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify constitute your certification to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group Company since your Termination Date, and termination date. You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. Notes to the termination provisions · The Committee determines what constitutes “gross misconduct” and “cause”. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT Performance Period XXX* % THIS NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT (“Agreement”) is a part of Performance Shares Vested >16.0% 150% the terms and conditions of the award issued by The Travelers Companies, Inc., a Minnesota corporation with its principal place of business located in St. Xxxx, Minnesota and its affiliated entities (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levelscollectively, the percentage of Performance Shares vested shall be interpolated (for example“Company”), if Performance Period XXX is 14.0%, 115% in favor of the Performance Shares would be vested)participant named in the term sheet (the “Employee”) to which this Agreement is attached as an exhibit.

Retirement Rule. If, as of your Termination DateDate (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “"Retirement Rule.” " The Retirement Rule does will not apply to your Option or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee Company in its sole discretiondiscretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Option or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit C, B if applicable) You will Unvested options fully vest on the Termination Date. Vested options may be entitled exercised for up to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days three years from the first day of the Performance Period to the Termination Date, divided by but no later than the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule original option expiration date, provided that, prior to the time of settlement, that you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarilyinvoluntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under you exercise any options subject to the above rulesRetirement Rule, as a condition to receiving payment, you your exercise will be required to certify represent and constitute your certification to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Option will be immediately forfeited and any portion of the Option previously paid to you will be subject to recoupment by the Company in accordance with Section 8(f) of the Award Agreement. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % Special Rules Applicable to Participants Based in Certain Jurisdictions Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Option granted to the Participant under The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (the “Plan”) if the Participant is employed in one of Performance Shares Vested >16.0% 150% the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of Performance Shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant's participation in the Plan. The information is based on the securities, if Performance Period XXX is 14.0%exchange control and other laws in effect in the respective jurisdictions as of January 2020. Such laws are often complex and change frequently. As a result, 115% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the Performance Shares would Participant’s participation in the Plan because the information may be vested).out of date by the time the Participant’s Option hereunder is exercised. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant's situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply. * * *

Retirement Rule. If, as of your Termination DateDate (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” The Retirement Rule does will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee Company in its sole discretiondiscretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit CB, if applicable) You Your restricted stock unit Award Shares will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to fraction, the numerator of which is the number of days from the first day of the Performance Period Grant Date to the Termination Date, divided by and the total denominator of which is the number of days in the Performance Periodoriginal vesting period for the restricted stock unit Award. Any such At your retirement, any Award Shares in excess of that amount determined under the immediately preceding sentence will be forfeited and cancelled. The restricted stock unit Award Shares that you retain will continue to vest and the shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarilyinvoluntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 8(f) of the Award Agreement. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % Special Rules Applicable to Participants Based in Certain Jurisdictions Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Award granted to the Participant under The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (the “Plan”) if the Participant is employed in one of Performance Shares Vested >16.0% 150% the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of Performance Shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant’s participation in the Plan. The information is based on the securities, if Performance Period XXX is 14.0%exchange control and other laws in effect in the respective jurisdictions as of January 2018. Such laws are often complex and change frequently. As a result, 115% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the Performance Shares would Participant’s participation in the Plan because the information may be vested).out of date by the time the Participant’s Award hereunder is settled. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant’s situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply. * * *

Retirement Rule. If, as of your Termination DateDate (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service, service or (iiiii) age 55 with 10 or more full years of service, then you meet the “"Retirement Rule.” " The Retirement Rule does will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee Company in its sole discretiondiscretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit CB, if applicable) You Your restricted stock unit Award Shares will be entitled continue to receive a number of shares of Common Stock equal to vest and the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarilyinvoluntarily or if you are employed in any state or country where applicable law prohibits such non-compete provisions, as identified in the state and country-specific modifications set forth in Exhibit B of the Award Agreement, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. Subject to the state- and country-specific modifications set forth in Exhibit B of the Award Agreement, in the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 8(f) of the Award Agreement. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % Special Rules Applicable to Participants Based in Certain Jurisdictions Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Award granted to the Participant under The Travelers Companies, Inc. 2023 Stock Incentive Plan (the “Plan”) if the Participant’s Employment Jurisdiction is one of Performance Shares Vested >16.0% 150% the jurisdictions listed below on the Grant Date or on the Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levelsbased on the Participant’s Employment Jurisdiction on the Grant Date or on the Termination Date), the percentage of Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 14.0%, 115% of provisions set forth in this Exhibit B will apply to the Performance Shares would be vested)Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant.

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee in its sole discretion). If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit CB, if applicable) You Your restricted stock unit Award Shares will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to fraction, the numerator of which is the number of days from the first day of the Performance Period Grant Date to the Termination Date, divided by and the total denominator of which is the number of days in the Performance Periodoriginal vesting period for the restricted stock unit Award. Any such At your retirement, any Award Shares in excess of that amount determined under the immediately preceding sentence will be forfeited and cancelled. The restricted stock unit Award Shares that you retain will continue to vest and the shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % Special Rules Applicable to Participants Based in Certain Jurisdictions Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Award granted to the Participant under The Travelers Companies, Inc. 2014 Stock Incentive Plan (the “Plan”) if the Participant is employed in one of Performance Shares Vested >16.0% 150% the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of Performance Shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant’s participation in the Plan. The information is based on the securities, if Performance Period XXX is 14.0%exchange control and other laws in effect in the respective jurisdictions as of January 2015. Such laws are often complex and change frequently. As a result, 115% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the Performance Shares would Participant’s participation in the Plan because the information may be vested).out of date by the time the Participant’s Award hereunder is settled. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant’s situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply. * * *

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee in its sole discretion). If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit CB, if applicable) You Your restricted stock unit Award Shares will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to fraction, the numerator of which is the number of days from the first day of the Performance Period Grant Date to the Termination Date, divided by and the total denominator of which is the number of days in the Performance Periodoriginal vesting period for the restricted stock unit Award. Any such At your retirement, any Award Shares in excess of that amount determined under the immediately preceding sentence will be forfeited and cancelled. The restricted stock unit Award Shares that you retain will continue to vest and the shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % Special Rules Applicable to Participants Based in Non-U.S. Jurisdictions Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Award granted to the Participant under The Travelers Companies, Inc. Amended and Restated 2004 Stock Incentive Plan (the “Plan”) if the Participant is employed in one of Performance Shares Vested >16.0% 150% the countries listed below on the Grant Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levelsbased on the Participant’s place of employment on the Grant Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of Performance Shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant’s participation in the Plan. The information is based on the securities, if Performance Period XXX is 14.0%exchange control and other laws in effect in the respective countries as of January 2014. Such laws are often complex and change frequently. As a result, 115% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the Performance Shares would Participant’s participation in the Plan because the information may be vested).out of date by the time the Participant’s Award hereunder is settled. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation. Finally, the Participant understands that if he or she is a citizen or resident of a country other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another country for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply. * * *

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” The Retirement Rule does will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee Company in its sole discretion) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment). If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit CB, if applicable) You Your restricted stock unit Award Shares will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to fraction, the numerator of which is the number of days from the first day of the Performance Period Grant Date to the Termination Date, divided by and the total denominator of which is the number of days in the Performance Periodoriginal vesting period for the restricted stock unit Award. Any such At your retirement, any Award Shares in excess of that amount determined under the immediately preceding sentence will be forfeited and cancelled. The restricted stock unit Award Shares that you retain will continue to vest and the shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarilyinvoluntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 8(f) of the Award Agreement. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % Special Rules Applicable to Participants Based in Certain Jurisdictions Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Award granted to the Participant under The Travelers Companies, Inc. 2014 Stock Incentive Plan (the “Plan”) if the Participant is employed in one of Performance Shares Vested >16.0% 150% the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of Performance Shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant’s participation in the Plan. The information is based on the securities, if Performance Period XXX is 14.0%exchange control and other laws in effect in the respective jurisdictions as of January 2016. Such laws are often complex and change frequently. As a result, 115% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the Performance Shares would Participant’s participation in the Plan because the information may be vested).out of date by the time the Participant’s Award hereunder is settled. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant’s situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply. * * *

Retirement Rule. If, as of your Termination DateDate (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “"Retirement Rule.” " The Retirement Rule does will not apply to your Option or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee Company in its sole discretiondiscretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Option or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit C, B if applicable) You will Unvested options fully vest on the Termination Date. Vested options may be entitled exercised for up to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days three years from the first day of the Performance Period to the Termination Date, divided by but no later than the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule original option expiration date, provided that, prior to the time of settlement, that you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarilyinvoluntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX AgreementPOE Agrexxxnt. When called for under you exercise any options subject to the above rulesRetirement Rule, as a condition to receiving payment, you your exercise will be required to certify represent and constitute your certification to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Option will be immediately forfeited and any portion of the Option previously paid to you will be subject to recoupment by the Company in accordance with Section 8(f) of the Award Agreement. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % Special Rules Applicable to Participants Based in Certain Jurisdictions Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Option granted to the Participant under The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (the “Plan”) if the Participant is employed in one of Performance Shares Vested >16.0% 150% the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of Performance Shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant's participation in the Plan. The information is based on the securities, if Performance Period XXX is 14.0%exchange control and other laws in effect in the respective jurisdictions as of January 2019. Such laws are often complex and change frequently. As a result, 115% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the Performance Shares would Participant’s participation in the Plan because the information may be vested).out of date by the time the Participant’s Option hereunder is exercised. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant's situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply. * * *

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee in its sole discretion)cause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If Youyou are terminated under the Company’s applicable separation pay plan or successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. If you: Meet the Retirement Rule (subject to Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee in its sole discretion)Group, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily, or if you are employed in any state where state law prohibits such non-compete provision, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERSB—Performance Shares Vesting Grid To Travelers’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Shares Award Notification and Agreement Performance Period XXX* % of Performance Shares Vested >16.0> 15. 0% 150130% (Maximum) 15.5 140 15.0 130 14.5 14. 5 120 13.5 13. 5 110 10.0 10. 0 100 8.5 8. 5.0 75 8.0 7. 0 50 (Threshold) <8.0 < 7. 0 0 * For any Performance Period XXX (as defined below) that is at least 8.07.0%, but falls between two Performance Period XXX performance levels, the percentage of Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 14.0%, 115% of the Performance Shares would be vested).

Retirement Rule. If, as of your Termination DateDate (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service, service or (iiiii) age 55 with 10 or more full years of service, then you meet the “"Retirement Rule." If you meet the Retirement Rule pursuant to clause (ii) of the preceding sentence (but not pursuant to clause (i) of the preceding sentence), that will constitute an “Early Retirement” for purposes of this Agreement. The Retirement Rule does will not apply to your Option or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee Company in its sole discretiondiscretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Option or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit C, B if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to Unvested options fully vest on the Termination Date, divided by . Vested options may be exercised for up to five years from the total number of days Termination Date in the Performance Period. Any such shares will case of an Early Retirement, but no later than the original option expiration date, and may be received at exercised until the time original option expiration date in the case of settlement of the Performance Shares after the end of the Performance Period. You will have a right to payment under termination meeting the Retirement Rule provided thatthat is not an Early Retirement; provided, prior to the time of settlementin each case, that you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarilyinvoluntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under you exercise any options subject to the above rulesRetirement Rule, as a condition to receiving payment, you your exercise will be required to certify represent and constitute your certification to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Option will be immediately forfeited and any portion of the Option previously paid to you will be subject to recoupment by the Company in accordance with Section 8(f) of the Award Agreement. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % Special Rules Applicable to Participants Based in Certain Jurisdictions Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Option granted to the Participant under The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (the “Plan”) if the Participant is employed in one of Performance Shares Vested >16.0% 150% the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of Performance Shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant's participation in the Plan. The information is based on the securities, if Performance Period XXX is 14.0%exchange control and other laws in effect in the respective jurisdictions as of January 2023. Such laws are often complex and change frequently. As a result, 115% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the Performance Shares would Participant’s participation in the Plan because the information may be vested).out of date by the time the Participant’s Option hereunder is exercised. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant's situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply. * * *

Retirement Rule. If, as of your Termination Datetermination date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your termination date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee in its sole discretion)cause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If Youyou: Meet the Retirement Rule (subject to Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period date to the Termination Dateyour date of termination, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, only if you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee in its sole discretion)Company, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete competition provision if you are terminated involuntarily, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group Company since your Termination Dateyou retired, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. Notes to the termination provisions · The Committee determines what constitutes “gross misconduct” and “cause.” EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT To Travelers Performance Share Award Notification and Agreement Performance Share Vesting Grid: Performance Period XXX* % of Performance Shares Vested >16.0% 150160% (Maximum) 15.5 150 15.0 140 15.0 14.5 130 14.5 14.0 120 13.5 13.0 110 12.0 100 10.0 100 8.5 75 8.0 50 (Threshold) <Less than 8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 14.013.5%, 115% of the Performance Shares would be vested).. Definitions:

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” The Retirement Rule does will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee Company in its sole discretion) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment). If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit CB, if applicable) You Your restricted stock unit Award Shares will be entitled continue to receive a number of shares of Common Stock equal to vest and the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarilyinvoluntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 8(f) of the Award Agreement. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % Special Rules Applicable to Participants Based in Certain Jurisdictions Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Award granted to the Participant under The Travelers Companies, Inc. 2014 Stock Incentive Plan (the “Plan”) if the Participant is employed in one of Performance Shares Vested >16.0% 150% the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of Performance Shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant’s participation in the Plan. The information is based on the securities, if Performance Period XXX is 14.0%exchange control and other laws in effect in the respective jurisdictions as of January 2016. Such laws are often complex and change frequently. As a result, 115% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the Performance Shares would Participant’s participation in the Plan because the information may be vested).out of date by the time the Participant’s Award hereunder is settled. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant’s situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply. * * *

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee in its sole discretion). If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit C, B if applicable) You will Unvested options fully vest on the Termination Date. Vested options may be entitled exercised for up to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days three years from the first day of the Performance Period to the Termination Date, divided by but no later than the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule original option expiration date, provided that, prior to the time of settlement, that you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under you exercise any options subject to the above rulesRetirement Rule, as a condition to receiving payment, you your exercise will be required to certify represent and constitute your certification to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % Special Rules Applicable to Participants Based in Non-U.S. Jurisdictions Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Award granted to the Participant under The Travelers Companies, Inc. Amended and Restated 2004 Stock Incentive Plan (the “Plan”) if the Participant is employed in one of Performance Shares Vested >16.0% 150% the countries listed below on the Grant Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levelsbased on the Participant’s place of employment on the Grant Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of Performance Shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant’s participation in the Plan. The information is based on the securities, if Performance Period XXX is 14.0%exchange control and other laws in effect in the respective countries as of January 2014. Such laws are often complex and change frequently. As a result, 115% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the Performance Shares would Participant’s participation in the Plan because the information may be vested).out of date by the time the Participant’s Option hereunder is exercised. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation. Finally, the Participant understands that if he or she is a citizen or resident of a country other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another country for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply. * * *

Retirement Rule. If, as of your Termination DateDate (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “"Retirement Rule.” " The Retirement Rule does will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee Company in its sole discretiondiscretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to subjectto Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarilyinvoluntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX AgreementPOE Agrexxxnt. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ ' PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXXROE* % of Performance ox Xerformance Shares Vested >16.0≥16.0% 150% (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX ROE (as defined xxxined below) that is at least 8.0%, but falls between two Performance Period XXX performance ROE perfxxxance levels, the percentage of Performance Shares performance shares vested shall be interpolated (for example, if Performance Period XXX ROE is 14.010.0%, 115% of the Performance Shares performance shares would be vested).

Retirement Rule. If, as of your Termination DateDate (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” The Retirement Rule does will not apply to your Option or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee Company in its sole discretiondiscretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Option or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit C, B if applicable) You will Unvested options fully vest on the Termination Date. Vested options may be entitled exercised for up to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days three years from the first day of the Performance Period to the Termination Date, divided by but no later than the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule original option expiration date, provided that, prior to the time of settlement, that you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarilyinvoluntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under you exercise any options subject to the above rulesRetirement Rule, as a condition to receiving payment, you your exercise will be required to certify represent and constitute your certification to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Option will be immediately forfeited and any portion of the Option previously paid to you will be subject to recoupment by the Company in accordance with Section 8(f) of the Award Agreement. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % Special Rules Applicable to Participants Based in Certain Jurisdictions Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Option granted to the Participant under The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (the “Plan”) if the Participant is employed in one of Performance Shares Vested >16.0% 150% the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of Performance Shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant’s participation in the Plan. The information is based on the securities, if Performance Period XXX is 14.0%exchange control and other laws in effect in the respective jurisdictions as of January 2017. Such laws are often complex and change frequently. As a result, 115% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the Performance Shares would Participant’s participation in the Plan because the information may be vested).out of date by the time the Participant’s Option hereunder is exercised. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant’s situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply. * * *

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” The Retirement Rule does will not apply to your Option or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee Company in its sole discretion) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment). If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit C, B if applicable) You will Unvested options fully vest on the Termination Date. Vested options may be entitled exercised for up to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days three years from the first day of the Performance Period to the Termination Date, divided by but no later than the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule original option expiration date, provided that, prior to the time of settlement, that you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarilyinvoluntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under you exercise any options subject to the above rulesRetirement Rule, as a condition to receiving payment, you your exercise will be required to certify represent and constitute your certification to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Option will be immediately forfeited and any portion of the Option previously paid to you will be subject to recoupment by the Company in accordance with Section 8(f) of the Award Agreement. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % Special Rules Applicable to Participants Based in Certain Jurisdictions Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Option granted to the Participant under The Travelers Companies, Inc. 2014 Stock Incentive Plan (the “Plan”) if the Participant is employed in one of Performance Shares Vested >16.0% 150% the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of Performance Shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant’s participation in the Plan. The information is based on the securities, if Performance Period XXX is 14.0%exchange control and other laws in effect in the respective jurisdictions as of January 2016. Such laws are often complex and change frequently. As a result, 115% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the Performance Shares would Participant’s participation in the Plan because the information may be vested).out of date by the time the Participant’s Option hereunder is exercised. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant’s situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply. * * *

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee in its sole discretion)cause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If Youyou are terminated under the Company’s applicable separation pay plan or successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. * The Committee, in its sole discretion, determines what constitutes “gross misconduct” and “cause.” If you: Meet the Retirement Rule (subject to Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee in its sole discretion)Group, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete competition provision if you are terminated involuntarily, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERSB—Performance Share Vesting Grid To Travelers’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Share Award Notification and Agreement Performance Period XXX* % of Performance Shares Vested >> 16.0% 150160 % (Maximum) 15.5 150 15.0 140 15.0 14.5 130 14.5 14.0 120 13.5 13.0 110 12.0 100 10.0 100 8.5 75 8.0 50 (Threshold) << 8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 14.013.5%, 115% of the Performance Shares would be vested).

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee in its sole discretion)cause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If Youyou are terminated under the Company’s applicable separation pay plan or successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. If you: Meet the Retirement Rule (subject to Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee in its sole discretion)Group, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily, or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERSB—Performance Share Vesting Grid To Travelers’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Share Award Notification and Agreement Performance Period XXX* % of Performance Shares Vested >16.0> 16.0 % 150% (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 12.0 100 10.0 100 8.5 75 8.0 50 (Threshold) << 8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 14.0%, 115% of the Performance Shares would be vested).

Retirement Rule. If, as of your Termination DateDate (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service, service or (iiiii) age 55 with 10 or more full years of service, then you meet the “"Retirement Rule.” " The Retirement Rule does will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee Company in its sole discretiondiscretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to subjectto Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarilyinvoluntarily or if you are employed in any state or country where applicable law prohibits such non-compete provisions, as identified in the state and country-specific modifications set forth in Exhibit C of the Award Agreement, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. Subject to the state- and country-specific modifications set forth in Exhibit C of the Award Agreement, in the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ ' PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % of Performance Shares Vested >16.0≥16.0% 150200% (Maximum) 15.5 13.0 160 12.5 140 15.0 130 14.5 11.5 120 13.5 110 10.0 11.0 100 8.5 9.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of Performance Shares performance shares vested shall be interpolated (for example, if Performance Period XXX is 14.013.75%, 115170% of the Performance Shares performance shares would be vested).

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee in its sole discretion)cause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subject to Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee in its sole discretion)Group, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period XXX* % of Performance Shares Vested >16.014.0% 150130% (Maximum) 15.5 140 15.0 130 14.5 13.5 120 13.5 12.5 110 10.0 9.0 100 8.5 8.0 75 8.0 7.0 50 (Threshold) <8.0 < 7.0 0 * For any Performance Period XXX (as defined below) that is at least 8.07.0%, but falls between two Performance Period XXX performance levels, the percentage of Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 14.013.0%, 115% of the Performance Shares would be vested).

Retirement Rule. If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of service, then you meet the “Retirement Rule.” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its designee in its sole discretion)cause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If Youyou are terminated under the Company’s applicable separation pay plan or successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. If you: Meet the Retirement Rule (subject to Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Committee or its designee in its sole discretion)Group, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily, or if you are employed in any state where state law prohibits such non-compete provision, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS- Performance Share Vesting Grid To Travelers’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Share Award Notification and Agreement Performance Period XXX* % of Performance Shares Vested >> 16.0% 150% (Maximum) 15.5 140 15.0 130 14.5 120 13.5 110 12.0 100 10.0 100 8.5 75 8.0 50 (Threshold) << 8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 14.0%, 115% of the Performance Shares would be vested).. Definitions: