apr0504_ex0403


Exhibit 4.3


     THE ST. PAUL TRAVELERS COMPANIES, INC.

TRAVELERS INSURANCE GROUP HOLDINGS INC.

and

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee

SECOND SUPPLEMENTAL INDENTURE 



       Dated as of April 1, 2004

To

INDENTURE

Dated as of April 19, 1996

As Supplemented and Amended by

FIRST SUPPLEMENTAL INDENTURE 
  


  Dated as of May 10, 2002 
  















       THIS SECOND SUPPLEMENTAL INDENTURE, dated as of April 1, 2004 among The St. Paul Companies, Inc., a Minnesota corporation to be renamed The St. Paul Travelers Companies, Inc. upon consummation of the
Merger referred to below (“St. Paul Travelers”), Travelers Insurance Group Holdings Inc., a Delaware Corporation (the “Company”), and J.P. Morgan Trust Company, National Association, as successor in interest to Bank One Trust Company, N.A., as trustee (the “Trustee”). 



  W I T N E S S E T H: 



       WHEREAS, the Company is a direct, wholly owned subsidiary of Travelers Property Casualty Corp., a Connecticut corporation (“Travelers”); 



       WHEREAS, the Company and Citibank, N.A. have executed and delivered an Indenture, dated as of April 19, 1996 (the “Original Indenture”); 



       WHEREAS, the Company, Travelers and the Trustee (as successor to Citibank, N.A.) have entered into a First Supplemental Indenture to the Original Indenture, dated as of May 10, 2002 (the “First Supplemental Indenture” and together with the Original Indenture, the “Indenture”), pursuant to which
Travelers agreed to guarantee the Company’s obligations under the Indenture (the “Travelers Guarantee”); 



       WHEREAS, the Company has issued 7.75% Notes due 2026 and 6.75% Notes due 2006 (together the “Securities”) pursuant to the
Indenture; 



       WHEREAS, on the date hereof, pursuant to an Agreement and Plan of Merger, dated as of November 16, 2003, as amended, among St. Paul Travelers, Travelers and Adams Acquisition Corp., a Connecticut
corporation and a direct wholly owned subsidiary of St. Paul Travelers (“Merger Sub”), Merger Sub will merge with and into Travelers (the “Merger”), whereupon the separate existence of Merger Sub will cease and Travelers will continue as the surviving corporation and will be a wholly owned, direct subsidiary of St. Paul Travelers; 



       WHEREAS, at the effective time of the Merger, each issued and outstanding share of Class A common stock, par value $.01 per share, of Travelers (the “Class A Common
Stock”) and Class B common stock, par value $.01 per share, of Travelers (the “Class B Common Stock”) will be converted into the right to receive
0.4334 of a share of common stock, without designated par value, of St. Paul Travelers; 



       WHEREAS, the Company has delivered to the Trustee, in accordance with Section 803 of the Indenture, an Opinion of Counsel, stating that this Second Supplemental Indenture is authorized or permitted by
the Indenture; 



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       WHEREAS, pursuant to Article I of the First Supplemental Indenture, the Travelers Guarantee ceases to be valid on the date on which Travelers ceases to be a reporting company under the Securities and
Exchange Act of 1934, as amended (a “Reporting Company”), as set forth in an Officers’ Certificate of Travelers (the “Travelers
Officers’ Certificate”) delivered to the Trustee; 



       WHEREAS, on the date hereof, Travelers has delivered the Travelers Officers’ Certificate to the Trustee and will cease to be a Reporting Company; 



       WHEREAS, St. Paul Travelers desires to assume, jointly and severally, with the Company, the due and punctual payment of the principal of, and premium, if any, and interest on, the Securities when due;
  



       WHEREAS, Section 801(10) of the Indenture permits the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, without the consent of any Holders of
Securities, to enter into one or more supplemental indentures for the purpose of making provisions with respect to matters arising under the Indenture, provided that such action does not adversely affect the interests of the Holders of the
Securities in any material respect; and 



       WHEREAS, St. Paul Travelers and the Company have requested that the Trustee execute and deliver this Second Supplemental Indenture pursuant to Section 801 of the Indenture, and all requirements
necessary to make this Second Supplemental Indenture a valid instrument in accordance with its terms have been performed and the execution and delivery of this Second Supplemental Indenture have been duly authorized in all respects by each of St.
Paul Travelers and Travelers. 



       NOW, THEREFORE, St. Paul Travelers, the Company and the Trustee covenant and agree as follows: 



  ARTICLE 1

AUTHORIZATION; DEFINITIONS


       Section 1.01. Second Supplemental Indenture. This Second Supplemental Indenture is supplemental to, and is entered into in accordance with
Section 801 of, the Indenture, and except as modified, supplemented and amended by this Second Supplemental Indenture and the termination of the Travelers Guarantee, the provisions of the Indenture are in all respects ratified and confirmed and
shall remain in full force and effect. 



       Section 1.02. Definitions. Except as expressly provided in Section 2.01 of this Second Supplemental Indenture below and unless the context
shall otherwise require, all capitalized terms which are used but not defined in this Second

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  Supplemental Indenture shall have the same meanings as such terms are given in the Indenture. 



  ARTICLE 2

AMENDMENTS TO THE INDENTURE


       Section 2.01. Amendments To Section 101 of The Indenture. (a)  Section 101 of the
Indenture is hereby amended by inserting the following definitions in the appropriate alphabetical order:



       “Second Supplemental Indenture” means the Second Supplemental Indenture, dated as of April 1, 2004, among St. Paul Travelers, the
Company and the Trustee, to the Indenture. 



       “St. Paul Travelers” means The St. Paul Travelers Companies, Inc. until a successor corporation shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter “St. Paul Travelers” shall mean such successor corporation. 



       (b) The terms “Board of Directors,” “Board Resolution,” “Company Request,” “Company Order,”
“Officers’ Certificate,” “Opinion of Counsel,” “Paying Agent,” and “Vice President” are hereby amended by adding the words “or St. Paul Travelers (as applicable)” immediately after the words
“the Company” in each place they appear in the definitions of such terms in the Indenture. 



       Section 2.02. Amendments To Section 105 of The Indenture. (a) The title of Section 105 is hereby amended to read as follows: “Notices,
Etc., to Trustee, Company and St. Paul Travelers.” 



       (b) Subsection (1) of Section 105 of the Indenture is hereby amended by inserting the phrase “, by St. Paul Travelers” immediately
after the word “Holder” in such subsection. 



       (c) Subsection (2) of Section 105 of the Indenture is hereby amended by inserting the phrase “, by St. Paul Travelers” immediately
after the first reference to the word “Trustee” in such subsection and by replacing the period at the end of such subsection with “, or”. 



       (d) Section 105 of the Indenture is hereby further amended by inserting the following immediately after subsection (2) of Section 105: 



  
    
      “(3) St. Paul Travelers by the Trustee, by the Company or by any Holder shall be sufficient for every purpose hereunder (unless 
    

  




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      otherwise herein expressly provided) if in writing and mailed, by first-class mail, postage prepaid, to St. Paul Travelers addressed to it at the following address: 385 Washington Street, St. Paul, MN 55102, Attention: Corporate
      Secretary, or at any other address previously furnished in writing to the Trustee by St. Paul Travelers.” 
    

  




       Section 2.03. Amendments To Article Eight of The Indenture. (a) The first paragraph of Section 801 of the Indenture is hereby amended by
adding the words “St. Paul Travelers, when authorized by a Board Resolution,” immediately after the words “the Company, when authorized by a Board Resolution,”. 



       (b) Section 801 of the Indenture is hereby further amended by adding the words “or St. Paul Travelers” immediately after the words
“the Company” in each place they occur in Section 801 of the Indenture other than in the first paragraph of Section 801 of the Indenture. 



       (c) The first paragraph of Section 802 of the Indenture is hereby amended by adding the words “, St. Paul Travelers,” immediately
after the first reference to “the Company” in such paragraph. 



       (d) The first paragraph of Section 802 of the Indenture is hereby further amended by adding the words “St. Paul Travelers, when authorized
by a Board Resolution,” immediately after the first reference to “Resolution” in such paragraph. 



       (e) Subsection (3) of Section 802 of the Indenture is hereby amended by adding the words “or St. Paul Travelers” immediately after
the words “the Company” in such subsection. 



       Section 2.04. Amendment To Article Nine of The Indenture. (a) The first and third paragraphs of Section 902 of the Indenture are hereby
amended by (i) adding the words “or St. Paul Travelers” immediately after the words “the Company” in each place they occur in the first and third paragraphs of Section 902, except that the words “and St. Paul Travelers”
shall be added immediately after the last reference to “the Company” in the first paragraph of Section 902 and (ii) deleting the “s” in the word “appoints” in the first paragraph of Section 902. 



       (b) The second paragraph of Section 902 is hereby amended by adding the words “and St. Paul Travelers” immediately after the first
and last references to “the Company” in such paragraph and by adding the words “and St. Paul Travelers’” immediately after “the Company’s” in such paragraph. 



       (c) Section 903 of the Indenture is hereby amended by: (i) adding the words “or St. Paul Travelers” immediately after the words
“the Company” in each 



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  place such words appear in Section 903, except that the words “and St. Paul Travelers” shall be added immediately after the words “look only to the Company” in the fourth paragraph of Section 903 and (ii)
substituting the words “one or the other” for the first occurrence of the word “it” in the first paragraph of Section 903. 



  ARTICLE 3

ASSUMPTION 


       Section 3.01. Assumption.  (a) St. Paul Travelers hereby irrevocably and
unconditionally assumes, jointly and severally with the Company, responsibility for the due and punctual payment of the principal of, and premium, if any, and interest on, the Securities when due, whether at maturity, by acceleration, by redemption
or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities. The parties acknowledge and agree that notwithstanding the foregoing, the Company shall remain fully liable for all of its obligations under the
terms of the Securities and the Indenture, and no rights of the Trustee or any Holder of the Securities existing under the Securities or Indenture prior to the execution of the Second Supplemental Indenture shall be deemed to be amended, abridged,
reduced or otherwise affected by the Second Supplemental Indenture. 



       (b) Notwithstanding anything to the contrary in the Indenture as amended by this Second Supplemental Indenture, St. Paul Travelers does not
assume responsibility for or guarantee the performance by the Company of any of the Company’s covenants, agreements or obligations of the Company under the Securities or the Indenture. In particular, neither St. Paul Travelers nor any
Subsidiary of St. Paul Travelers (other than the Company and its Subsidiaries) shall be subject to Section 905 of the Indenture.



       (c) Payment by either the Company or St. Paul Travelers of the principal of, and premium, if any, and interest on, any Security shall discharge
the obligation of both the Company and St. Paul Travelers to make such payment. 



       (d) All obligations of St. Paul Travelers assumed by virtue of Section 3.01(a) above shall be irrevocably valid until, and no claim may be
asserted under the Indenture against St. Paul Travelers after, the earliest to occur of: (i) the tenth business day following the maturity date of all the Securities, either upon their respective stated maturities, redemption or otherwise; (ii) the
date on which the Company ceases to be a wholly owned subsidiary of St. Paul Travelers, as set forth in an Officers’ Certificate of St. Paul Travelers delivered to the Trustee; and (iii) the date on which St. Paul Travelers ceases to be a
reporting company under the Securities and Exchange Act of 1934, as amended, as set forth in an Officers’ Certificate of St. Paul Travelers delivered to the Trustee. 



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  ARTICLE 4

MISCELLANEOUS


       Section 4.01. Confirmation of Indenture. The Indenture, as supplemented and amended by this Second Supplemental Indenture, is in all respects
ratified and confirmed, and the Indenture, this Second Supplemental Indenture and all indentures supplemental thereto shall be read, taken and construed as one and the same instrument. 



       Section 4.02. Concerning The Trustee. The Trustee accepts the Indenture, as supplemented and amended by this Second Supplemental Indenture, and agrees to perform the same upon the terms and conditions set forth therein as so supplemented and amended. The Trustee shall not be responsible in
any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or the due execution hereof by the Company or St. Paul Travelers or for or in respect of the recitals contained herein, all of which are
made by the Company and St. Paul Travelers solely. 



       Section 4.03. Governing Law. This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the State
of New York. 



       Section 4.04. Separability. In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 



       Section 4.05. Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be an
original, but such counterparts shall together constitute but one and the same instrument. 



       Section 4.06. Effectiveness. This Second Supplemental Indenture and the amendments to the Indenture provided for herein shall become
effective upon the effectiveness of the Merger. 



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       IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first above written. 



  	THE ST. PAUL TRAVELERS

                  COMPANIES, INC.
	 	 	 
	By:	 /s/ John Treacy
	 	

	 	Name:	John Treacy 
	 	Title:	Vice President - Corporate Controller 
	 	 	 
	 	 	 





  	TRAVELERS PROPERTY CASUALTY

                  CORP.
	 	 	 
	By:	 /s/ Paul H. Eddy
	 	

	 	Name:	Paul H. Eddy 
	 	Title:	Co-General Counsel and Assistant Secretary 
	 	 	 
	 	 	 





  	J.P. MORGAN TRUST COMPANY,

          NATIONAL ASSOCIATION, AS

          TRUSTEE
	 	 	 
	By:	/s/ Benita A. Pointer
	 	

	 	Name:	Benita A. Pointer, CCTS 
	 	Title:	Assistant Vice President 









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