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. 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. >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 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. 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. >· The Committee determines what constitutes “gross misconduct” and “cause.” Performance Share Vesting Grid: 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: