Amendment to Letter Agreement Between The St. Paul Companies, Inc. and Jerome T. Fadden Regarding IPO Stock Option Grant

Summary

This amendment, dated June 14, 2002, modifies a previous agreement between The St. Paul Companies, Inc. and Jerome T. Fadden. It changes the terms of a stock option grant Mr. Fadden is to receive upon an IPO, specifying he will be granted options to purchase 975,000 shares of SPR common stock at the IPO's initial offering price, with a ten-year term. Both parties must sign to confirm their agreement to this amendment.

EX-10.34 11 a2082715zex-10_34.txt EXHIBIT 10.34 Exhibit 10.34 THE ST. PAUL COMPANIES, INC. 385 Washington Street St. Paul, Minnesota 55102 June 14, 2002 Mr. Jerome T. Fadden 253 Oenoke Ridge Road New Canaan, CT 06840 Dear Jerry: Reference is made to that certain letter agreement dated March 3, 2002 between The St. Paul Companies, Inc. (the "Company") and you (the "Agreement"). Section 6 of the Agreement sets forth the following sentence: Upon an IPO, you will be entitled to receive a stock option grant to purchase SPR common stock (the "IPO Grant") in an amount equal to 1.5% of the outstanding SPR common stock immediately following the IPO on a fully diluted basis at a price not greater than the initial offering price under the IPO and having a term of ten years. Such sentence is hereby amended to read in its entirety as follows: Upon an IPO, you will be entitled to receive a stock option grant to purchase 975,000 shares of SPR common stock (the "IPO Grant") at the initial offering price under the IPO and having a term of ten years. This amendment to the Agreement is intended to be a binding obligation upon the Company and yourself. If this amendment to the Agreement correctly reflects Mr. Jerome T. Fadden June 14, 2002 Page 2 your understanding, please sign and return one copy to John MacColl for the Company's records. THE ST. PAUL COMPANIES, INC. By: --------------------------------- Jay S. Fishman Chief Executive Officer The above amendment to the Agreement correctly reflects our understanding, and I hereby confirm my agreement to the same as of the date first above written. ------------------------ Jerome T. Fadden