St. Paul Travelers Capital Trust IV Sample Contracts

DECLARATION OF TRUST
Declaration of Trust • December 14th, 2005 • St. Paul Travelers Capital Trust IV • Fire, marine & casualty insurance

This DECLARATION OF TRUST, dated as of June 28, 2004 (this “Declaration of Trust”) between The St. Paul Travelers Companies, Inc., a Minnesota corporation (the “Sponsor”), and Chase Manhattan Bank USA, National Association, a national bank with its principle office in the State of Delaware, as Delaware trustee (the “Delaware Trustee”), and Bruce A. Backberg, as trustee (the “Administrative Trustee”, and, together with the Delaware Trustee, the “Trustees”). The Sponsor and the Trustees hereby agree as follows:

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PREFERRED SECURITIES GUARANTEE AGREEMENT ST. PAUL TRAVELERS CAPITAL TRUST [II] [III] [IV] [V] DATED AS OF , 200
Preferred Securities Guarantee Agreement • December 14th, 2005 • St. Paul Travelers Capital Trust IV • Fire, marine & casualty insurance • New York

This GUARANTEE AGREEMENT (this “Preferred Securities Guarantee”), dated as of [ , 200 ], is executed and delivered by The St. Paul Travelers Companies, Inc., a Minnesota corporation (the “Guarantor”), and JPMorgan Chase Bank, N.A., as trustee (the “Preferred Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of St. Paul Travelers Capital Trust [II] [III] [IV] [V], a Delaware statutory trust (the “Issuer”).

COMMON SECURITIES GUARANTEE AGREEMENT ST. PAUL TRAVELERS CAPITAL TRUST [II] [III] [IV] [V] DATED AS OF , 200
Common Securities Guarantee Agreement • December 14th, 2005 • St. Paul Travelers Capital Trust IV • Fire, marine & casualty insurance • New York
AMENDMENT NO. 1 TO DECLARATION OF TRUST
Declaration of Trust • December 14th, 2005 • St. Paul Travelers Capital Trust IV • Fire, marine & casualty insurance • Delaware

THIS AMENDMENT NO. 1, dated as of June 28, 2004 (the “Amendment”), to the Declaration of Trust, dated as of November 14, 2001 (the “Declaration of Trust”), between The St. Paul Travelers Companies, Inc. (formerly known as The St. Paul Companies, Inc.), a Minnesota corporation, as sponsor (the “Sponsor”), and Chase Manhattan Bank USA, National Association, a national banking association, as Delaware Trustee (the “Delaware Trustee”), and Bruce A. Backberg, as trustee (the “Administrative Trustee”, and, together with the Delaware Trustee, the “Trustees”), with respect to the Delaware Statutory Trust known as St. Paul Capital Trust II (the “Trust”).

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