X0202 4 2006-02-06 0000086312 ST PAUL TRAVELERS COMPANIES INC STA 0001224075 ETTINGER IRWIN THE ST. PAUL TRAVELERS COMPANIES, INC. 385 WASHINGTON STREET ST. PAUL MN 55102 0 1 0 0 Vice Chairman Common Stock 2006-02-06 4 A 0 6512 0 A 61649 D Common Stock 111.11 I 401(k) Common Stock 4288 I By spouse Common Stock 856 I In Trust Performance Shares 2006-02-06 4 A 0 3907 0 A 2008-12-31 Common Stock 3907 3907 D Stock Options (Right to buy) 44.79 2006-02-06 4 A 0 27641 0 A 2016-02-06 Common Stock 27641 27641 D Each performance share represents the right to receive one share of common stock if the target level of performance is achieved. The performance objective for determining the number of shares earned is the Issuer's adjusted return on equity over a three year period. The actual number of shares received could range from 0-160% of the target number of shares based on a sliding scale of performance levels. For example, 50% of the shares are earned if the minimum objective is achieved, 100% of the shares are earned if the target objective is achieved and 160% of the shares are earned if the maximum objective is achieved. Payouts of performance shares will be interpolated if actual performance exceeds the minimum level, but falls between the specified intermediary levels. Shares of restricted stock granted pursuant to the Company's 2004 Stock Incentive Plan. The options vest on the third anniversary of the grant date. Bruce A. Backberg, by power of attorney 2006-02-08