NON-COMPETITION AGREEMENT

Exhibit 10.43

NON-COMPETITION AGREEMENT

This NON-COMPETITION AGREEMENT (“Non-Competition Agreement”) is made and entered into this        day of                   , 20    , by and between                              (“Employee”), The Travelers Indemnity Company, a Connecticut corporation (the “Company”), and The Travelers Companies, Inc., a Minnesota corporation (“Parent” and, together with its subsidiaries, including the Company, “Travelers”).

WITNESSETH:

WHEREAS, Travelers is currently engaged in the property and casualty insurance business (the “Business”); and

WHEREAS, Employee is employed by the Company in a position of trust and confidence and has had and will continue to have access to and become familiar with the products, methods, technology, services and procedures used by Travelers in connection with the Business; and

WHEREAS, in connection with Employee’s employment with the Company, Employee has and will continue to have access to confidential, proprietary and trade secret information of Travelers and relating to the Business, which confidential, proprietary and trade secret information Travelers desires to protect from unfair competition.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and obligations hereinafter set forth, Employee, the Company and Travelers agree as follows:

SECTION 1.                                                    CONSIDERATION.

(a)                                  As consideration for Employee’s execution of this Non-Competition Agreement and for Employee agreeing to comply with Employee’s obligations under this Non-Competition Agreement, Parent will grant Employee (within 30 days after the date hereof, subject to Employee’s acceptance of such grant) such number of restricted stock units (or, at Parent’s option, shares of restricted stock) of Parent, equal to $10,000 divided by the closing price of Parent’s common stock determined on The New York Stock Exchange on                          , 20     (rounded to the nearest whole number), pursuant to the terms and conditions set forth in a Restricted Stock Unit Award Notification and Agreement (or, if applicable, Restricted Stock Grant Notification and Agreement), The Travelers Companies, Inc. Amended and Restated 2004 Stock Incentive Plan, as it may be amended from time to time, and the prospectus dated January 29, 2010 and any applicable prospectus supplement.  The restricted stock units (or, if applicable shares of restricted stock) shall be fully vested upon grant, shall pay cash dividend equivalents (or, if applicable, cash dividends) in the same amount and at the same time as unrestricted common stock and shall be subject to the holding requirement set forth in the award agreement.

(b)                                 If Travelers elects to exercise its Non-Competition Option (as defined in Section 3(c)(i)) and provided Employee complies with all of Employee’s obligations under this Non-Competition Agreement, then:

Form Non-Compete Agreement for Management Committee Members

(i)                                     Employee will receive the following additional amounts in cash, paid in accordance with Section 1(d):

(A)                              an amount equal to six (6) months of Employee’s Monthly Base Salary; plus

(B)                                an amount equal to fifty percent (50%) of Employee’s Average Annual Bonus; plus

(C)                                an amount equal to fifty percent (50%) of Employee’s Average Annual Equity Award; and

(ii)                                  If the Company or any other Travelers entity maintains an employer-sponsored group medical and/or dental plan (whether insured or self-funded) at the Termination Date under which Employee was covered immediately prior to the Termination Date, and if Employee is eligible to and properly elects to continue coverage under such plan after the Termination Date under Part 6 of Subtitle B of Subchapter I of Employee Retirement Income Security Act of 1974, as amended, or any comparable continuation coverage requirements under then-current federal or state law, the Company will reimburse Employee for the difference, if any, between (1) the total premiums or contributions properly charged to Employee for such continuation coverage during the Restricted Period, and (2) the total premiums or contributions that would have been charged to Employee for comparable coverage under the plan had Employee remained employed by the Company during the Restricted Period.  Nothing in this Non-Competition Agreement shall in any way limit or restrict the right of the Company or any other Travelers entity to amend or terminate its group medical and/or dental plan at any time and for any reason, including any amendment that applies to a group of employees that includes Employee.  If then-current law would prohibit Employee from electing continuation coverage because of the payment called for under this Section 1(b)(ii), then Employee shall be entitled to such payment even though Employee does not elect continuation coverage, with the amount determined under (1) above being based on the premium or contribution that would have been charged to Employee if Employee were eligible to elect and had elected continuation coverage or, alternatively, Employee may waive the payment called for under this Section 1(b)(ii) so that Employee may elect continuation coverage.  If the plan sponsor determines that any provision of then-current law would prohibit the payment called for under this Section 1(b)(ii), impose a tax or penalty on the Company or any Travelers entity that is more than five times (5x) the payment due to the Employee under this Section 1(b)(ii), or impose any adverse tax consequence or penalty on the plan or other employees as a result of the payment called for under this Section 1(b)(ii), and such prohibition or adverse consequence can be avoided by reformation of the terms of such payment in a manner that preserves the value of the payment to Employee at a comparable cost to the Company or other Travelers entity, and such reformation is not prohibited and does not create an adverse tax consequence to the Company or other Travelers entity, the plan, other employees or Employee, such reformation shall be made in a manner that preserves as closely as

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possible the current structure of this Section 1(b)(ii).  Otherwise, the foregoing provisions of this Section 1(b)(ii) shall be ineffective and the payment will not be made to Employee.

(c)                                  Notwithstanding the foregoing, if Employee was hired after the Company granted its last annual bonus and/or annual equity awards and, as a result, Employee has not received any annual cash bonus payments and/or any annual equity awards prior to the Termination Date, then the amount payable to Employee under each of Sections 1(b)(i)(B) and (C) shall be equal to fifty percent (50%) of the amount set forth in Employee’s offer letter (or, if there is no such amount or letter, a letter for purposes of this calculation containing such amount) as Employee’s indicated or expected annual cash bonus and/or annual equity award for the next award cycle, respectively (provided that, if a range of indicated or expected annual cash bonus and/or annual equity awards is specified in Employee’s offer letter, the amount payable under each of Sections 1(b)(i)(B) and (C) shall be equal to fifty percent (50%) of the mid-point of the applicable indicated or expected range).

(d)                                 If Travelers elects to exercise its Non-Competition Option and Employee complies with all of Employee’s obligations under this Non-Competition Agreement, then the Company shall pay to Employee (or, in the event Employee dies before receipt of payment, to Employee’s estate or to such other person as Employee may designate in a written notification in accordance with Section 4 before Employee’s death) (i) the amounts calculated under Section 1(b)(i) (or Section 1(c), if applicable), and (ii) the amount due under Section 1(b)(ii).  Such amounts shall be paid in cash in a lump sum on or about the Company’s first regular payroll date that is after the six-month anniversary of the Termination Date.

(e)                                  If Travelers elects to exercise its Non-Competition Option and Employee fails to comply with any of Employee’s obligations under this Non-Competition Agreement, then Travelers shall be entitled to exercise its remedies under Section 3.

(f)                                    If Travelers elects to exercise (or is deemed to have exercised) its Waiver Option (as defined in Section 3(c)(ii)), then Employee shall not be entitled to any of the amounts calculated under Section 1(b)(i) (or Section 1(c), if applicable) or any of the continued benefits under Section 1(b)(ii).

(g)                                 The Company or any other Travelers entity may withhold from any amounts payable under this Section 1 such federal, state and local income and employment taxes as it shall determine are required or authorized to be withheld pursuant to any applicable law or regulation.

SECTION 2.                                                    CERTAIN DEFINITIONS.

(a)                                  “Aggregate Grant Date Fair Value” for purposes of calculating Employee’s Average Annual Equity Award means the aggregate grant date fair value of any annual equity awards, as calculated by Travelers, as of the grant date of each relevant award, for purposes of determining and communicating to Employee the total direct compensation of Employee.

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(b)                                 “Average Annual Bonus” means the cash bonus amount calculated by reference to the bonus, if any, Employee received in respect of the two annual bonus periods that ended with or immediately prior to the Separation Acknowledgement Date.  If Employee was eligible to receive a bonus for both of such bonus periods, then Employee’s “Average Annual Bonus” is the sum of the bonuses received for such bonus periods (which may be zero if Employee did not receive a bonus for either such period) divided by two.  If Employee was eligible to receive a bonus for only one bonus period, then Employee’s “Average Annual Bonus” equals the amount of the bonus received for such bonus period (which may be zero if Employee did not receive a bonus for such period).  If an Employee is awarded an annual cash bonus and defers receipt of all or part of it pursuant to a deferred compensation plan of Travelers, such bonus shall be considered to have been received by Employee for purposes of the calculations in this Non-Competition Agreement.

(c)                                  “Average Annual Equity Award” means the Aggregate Grant Date Fair Value of the annual equity awards, if any, Employee received as part of the two most recent annual equity grants made to employees (excluding any off-cycle awards) prior to the Separation Acknowledgement Date.  If Employee was eligible to receive annual equity awards for both of such annual equity award periods, then Employee’s “Average Annual Equity Award” equals the Aggregate Grant Date Fair Value of the total annual equity awards received for such periods (which may be zero if Employee did not receive an annual equity award for either such period) divided by two.  If Employee was eligible to receive an annual equity award for only one annual equity award period, then Employee’s “Average Annual Equity Award” equals the Aggregate Grant Date Fair Value of the annual equity award received for such period (which may be zero if Employee did not receive an annual equity award for such period).

(d)                                 “Code” means the Internal Revenue Code of 1986, as amended.  Any reference to a specific provision of the Code includes a reference to such provisions as it may be amended from time to time, any successor provision, and current and future guidance and regulations interpreting such provision.

(e)                                  “Management Committee” shall mean the most senior policy setting group of executives within Travelers (or, if applicable, any surviving or successor entity or any ultimate parent of Parent), excluding any member of such group of executives who has given or received oral or written notice of intent to terminate employment as of the date of this Non-Competition Agreement and who in fact terminates employment by             , 20    .

(f)                                    “Monthly Base Salary” means one twelfth (1/12) of Employee’s annual base salary in effect immediately prior to the Termination Date.

(g)                                 “Restricted Period” means the six (6) month period immediately following Employee’s Termination Date.

(h)                                 “Restricted Territory” means anywhere (A) in the United States or (B) in any other country where Travelers is physically present and engaged in the Business domestically in that country as of the Termination Date.

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(i)                                     “Separation Acknowledgement Date” means the date a written notice complying with Section 4 (A) is received by Employee from Travelers informing Employee that Employee’s employment will be terminated or (B) is received by Travelers from Employee informing Travelers that Employee is resigning from employment, provided that, in the event that no such written communication is received by either party prior to the Termination Date, such date shall be the Termination Date.

(j)                                     “Termination Date” means the date of Employee’s “separation from service” with Travelers within the meaning of section 409A(a)(2)(A)(i) of the Code, whether such separation from service is at the initiative of Employee or Travelers.

SECTION 3.                                                    NON-COMPETITION COVENANT.

(a)                                  If Travelers elects to exercise its Non-Competition Option in accordance with Section 3(c)(i), then, during the Restricted Period in the Restricted Territory, Employee shall not,  directly or indirectly, in any manner or capacity, including without limitation as a proprietor, principal, agent, partner, officer, director, stockholder, employee, member of any association, consultant or otherwise, (i) perform services for or have any ownership interest in (1) any entity that, taken together with its affiliates, is primarily engaged in the Business, or (2) any business, business unit or division that is primarily engaged in the Business (in each case, a “Restricted Entity”) or (ii) engage in the Business.  If Travelers elects to exercise (or is deemed to have exercised) its Waiver Option (as defined in Section 3(c)(ii)), then this Section 3(a) shall not apply.

(b)                                 Notwithstanding the foregoing, the following shall not constitute non-compliance with this Agreement or a breach of Section 3(a): (i) ownership by Employee, as a passive investment, of less than 5.0% of the outstanding voting shares of any entity, (ii) performing services for or having an ownership interest in an entity (other than a Restricted Entity) that is engaged in the business of acting as an agent or broker (including those engaged in the distribution of property and casualty insurance) so long as Employee is not actively engaged in underwriting, claims, investment activities or third party administration, in each case, relating to property and casualty insurance, (iii) seeking and/or accepting (and taking any action in furtherance of seeking and/or accepting, including discussions regarding potential investment) any position or relationship with an entity that would otherwise breach Section 3(a), so long as such position, relationship or investment or any services related thereto does not commence before the end of the Restricted Period and (iv) non-compliance with Section 3(a) that is isolated, unintentional and immaterial.

(c)                                  Travelers shall, in its sole discretion, have the right to:

(i)                                     elect to enforce the provisions of Section 3(a) if and only if a Travelers entity notifies Employee in accordance with Section 4 no later than five (5) business days following the first business day after the Separation Acknowledgement Date that Travelers elects to enforce such provisions (the “Non-Competition Option”); or

(ii)                                  waive the provisions of Section 3(a) by a Travelers entity notifying Employee in accordance with Section 4 no later than five (5) business days following the

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first business day after the Separation Acknowledgement Date that Travelers elects to waive the provisions of Section 3(a) or by failing to provide Employee with notice under Section 3(c)(i) within the period specified therein (in either case, the “Waiver Option”).

(d)                                 Employee hereby acknowledges that the provisions of this Non-Competition Agreement are reasonable and necessary to protect the legitimate interests of Travelers, including without limitation, Travelers’ trade secrets, customer and supplier relationships, goodwill and loyalty, and that any violation of this Non-Competition Agreement by Employee would cause substantial and irreparable harm to Travelers such that monetary damages alone would be an inadequate remedy.  Therefore, in the event that Employee violates any provision of this Non-Competition Agreement, Travelers shall be entitled to (i) an injunction (incorporating the provisions of Section 3(e)) restraining Employee from violating or continuing to violate the provisions of this Non-Competition Agreement, (ii) withhold payments not yet made and/or shares of stock not yet issued, in each case, that may (assuming satisfaction of the conditions in Section 3(g)) be subject to forfeiture and/or recapture under Section 3(d)(iii) and (iii) forfeiture (and, if applicable, recapture) of any amounts, benefits and awards hereunder, under Travelers’ employee severance plans or agreements and under any individual separation arrangement.  The foregoing remedies shall be Travelers’ sole and exclusive remedies for a violation of this Non-Competition Agreement.

(e)                                  Notwithstanding anything herein to the contrary, if Employee breaches any of the provisions of Section 3(a), and if (and only if) Travelers brings legal enforcement action during the Restricted Period and (either during or after the Restricted Period) injunctive relief is ordered by a court of competent jurisdiction after an evidentiary hearing or there has been a final non-appealable adjudication by a court of competent jurisdiction that Employee has breached a provision of Section 3(a), then one day of additional time shall be added to the restriction (and to the definition of Restricted Period) for each day of noncompliance, up to a maximum of six (6) months, so that Travelers is given the benefit of Employee’s compliance with the restriction for six (6) months.