EX-10.35 12 a2082715zex-10_35.txt EXHIBIT 10.35 Exhibit 10.35 THE ST. PAUL COMPANIES, INC. 385 Washington Street St. Paul, Minnesota 55102 June 14, 2002 Mr. Steven H. Newman 24342 La Masina Calabasas, CA 91302 Dear Steve: Reference is made to that certain letter agreement dated March 1, 2002 between The St. Paul Companies, Inc. (the "Company") and you (the "Agreement"). Section 2 of the Agreement sets forth the following sentence: Upon an IPO, you will be entitled to receive a stock option grant to purchase 1.5% of the outstanding common stock of Bermuda Newco 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 (the "IPO Grant"). 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 common stock of Bermuda Newco at the initial offering price under the IPO and having a term of ten years (the "IPO Grant"). 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. Steven H. Newman 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. ----------------------------------- Steven H. Newman