Amendment to Letter Agreement Between St. Paul Re, Inc. and Michael D. Price Regarding IPO Stock Option Grant

Summary

This amendment updates a previous agreement between St. Paul Re, Inc. and Michael D. Price. It changes the terms of a stock option grant that Mr. Price will receive if he is still employed at the company when its IPO is completed. Instead of an option based on a $5 million market value, Mr. Price will now receive an option to purchase 300,000 shares at the IPO price, with a ten-year term. Both parties have agreed to this change by signing the amendment.

EX-10.36 13 a2082715zex-10_36.txt EXHIBIT 10.36 Exhibit 10.36 ST. PAUL RE, INC. 195 Broadway New York, NY 10007 June 14, 2002 Mr. Michael D. Price 33 Dorothy Drive Morris Township, NJ 07960 Dear Michael: Reference is made to that certain letter agreement dated May 2, 2002 between St. Paul Re, Inc. (the "Company") and you (the "Agreement"). Section 6 of the Agreement sets forth the following sentence: Upon consummation of the IPO and provided you are then employed by the Company, you will be entitled to receive a stock option grant to purchase that number of shares of Holdings common stock (the "IPO Grant") with an aggregate market value equal to $5,000,000.00 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 consummation of the IPO and provided you are then employed by the Company, you will be entitled to receive a stock option grant to purchase 300,000 shares of Holdings 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. Michael D. Price June 14, 2002 Page 2 your understanding, please sign and return one copy to me for the Company's records. ST. PAUL RE, INC. By: /s/ Jerome T. Fadden -------------------------- Jerome T. Fadden 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. /s/ Michael D. Price - ------------------------------- Michael D. Price