<Page>

--------------------------------------------------------------------------------

                          THE ST. PAUL COMPANIES, INC.



                                       TO


                            THE CHASE MANHATTAN BANK,
                                     TRUSTEE



                                ----------------

                                    INDENTURE

                              DATED AS OF [ ], 2001

                                ----------------




                                      $[ ]


                       [ ]% JUNIOR SUBORDINATED DEBENTURES

                                    DUE 2050




--------------------------------------------------------------------------------


<Page>


                 Certain Sections of this Indenture relating to
                         Sections 310 through 318 of the
                    Trust Indenture Act of 1939, as amended:

<Table>
<Caption>
Trust Indenture                                                               Indenture
 Act Section                                                                   Section
---------------                                                               ---------
<S>                                                                           <C>
ss.310(a)(1)      ............................................................ 6.09
      (a)(2)      ............................................................ 6.09
      (a)(3)      ............................................................ Not Applicable
      (a)(4)      ............................................................ Not Applicable
      (b)         ............................................................ 6.08, 6.10
ss. 311(a)        ............................................................ 6.13
       (b)        ............................................................ 6.13
ss. 312(a)        ............................................................ 7.01

       7.02(a)
       (b)        ............................................................ 7.02(b)
       (c)        ............................................................ 7.02(c)
ss. 313(a)        ............................................................ 7.03(a)
       (a)(4)     ............................................................ 1.01, 10.04
       (b)        ............................................................ 7.03(a)
       (c)        ............................................................ 7.03(a)
       (d)        ............................................................ 7.03(b)
ss. 314(a)        ............................................................ 7.04
       (b)        ............................................................ Not Applicable
       (c)(1)     ............................................................ 1.02
       (c)(2)     ............................................................ 1.02
       (c)(3)     ............................................................ Not Applicable
       (d)        ............................................................ Not Applicable
       (e)        ............................................................ 1.02
ss. 315(a)        ............................................................ 6.01
       (b)        ............................................................ 6.02
       (c)        ............................................................ 6.01
       (d)        ............................................................ 6.01
       (e)        ............................................................ 5.14
ss. 316(a)        ............................................................ 1.01
       (a)(1)(A)  ............................................................ 5.02

                                                                               5.12
       (a)(1)(B)  ............................................................ 5.13
       (a)(2)     ............................................................ Not Applicable
       (b)        ............................................................ 5.08
       (c)        ............................................................ 1.04(c)


<Page>


ss. 317(a)(1)     ............................................................ 5.03
       (a)(2)     ............................................................ 5.04
       (b)        ............................................................ 10.03
ss. 318(a)        ............................................................ 1.07
</Table>

----------------------
NOTE:  This reconciliation shall not, for any purpose, be deemed to be a part
       of this Indenture.

<Page>


                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                   PAGE
                                                                                   ----
<S>                                                                                <C>
Parties...............................................................................1
Recitals of the Company and St. Paul Capital..........................................1



                                    ARTICLE I

                        Definitions and Other Provisions
                             of General Application

SECTION 1.01.  Definitions............................................................2
SECTION 1.02.  Compliance Certificates and Opinions..................................14
SECTION 1.03.  Form of Documents Delivered to Trustee................................15
SECTION 1.04.  Acts of Holders; Record Dates.........................................16
SECTION 1.05.  Notices, Etc., to Trustee, Company and St. Paul Capital...............17
SECTION 1.06.  Notice to Holders; Waiver.............................................18
SECTION 1.07.  Conflict with Trust Indenture Act.....................................18
SECTION 1.08.  Effect of Headings and Table of Contents..............................19
SECTION 1.09.  Successors and Assigns................................................19
SECTION 1.10.  Separability Clause...................................................19
SECTION 1.11.  Benefits of Indenture.................................................19
SECTION 1.12.  Governing Law.........................................................20
SECTION 1.13.  Legal Holidays........................................................20


                                   ARTICLE II

                                 Security Forms

SECTION 2.01.  Forms Generally.......................................................20
SECTION 2.02.  Form of Face of Security..............................................21
SECTION 2.03.  Form of Reverse of Security...........................................24
SECTION 2.04.  Form of Trustee's Certificate of Authentication.......................27

----------------------
NOTE:  This table of contents shall not, for any purpose, be deemed to be a part
       of this Indenture.

                                    -ii-


<Page>


                                                                                   PAGE
                                                                                   ----

                                   ARTICLE III

                                 The Securities
SECTION 3.01.  Title and Terms.......................................................27
SECTION 3.02.  Denominations.........................................................29
SECTION 3.03.  Execution, Authentication, Delivery and Dating........................29
SECTION 3.04.  Temporary Securities..................................................30
SECTION 3.05.  Registration, Registration of Transfer and Exchange...................31
SECTION 3.06.  Mutilated, Destroyed, Lost and Stolen Securities......................32
SECTION 3.07.  Payment of Interest; Interest
               Rights Preserved......................................................33
SECTION 3.08.  Persons Deemed Owners.................................................35
SECTION 3.09.  Cancellation..........................................................35
SECTION 3.10.  Computation of Interest...............................................36


                                   ARTICLE IV

                           Satisfaction and Discharge

SECTION 4.01.  Satisfaction and Discharge of
               Indenture.............................................................36
SECTION 4.02.  Application of Trust Money............................................38


                                    ARTICLE V

                                    Remedies

SECTION 5.01.  Events of Default.....................................................38
SECTION 5.02.  Acceleration of Maturity; Rescission and Annulment....................40
SECTION 5.03.  Collection of Indebtedness and Suits for Enforcement by Trustee.......42
SECTION 5.04.  Trustee May File Proofs of Claim......................................43
SECTION 5.05.  Trustee May Enforce Claims Without Possession of Securities...........44


                                    -iii-


<Page>


                                                                                  PAGE
                                                                                  ----

SECTION 5.06.  Application of Money Collected........................................44
SECTION 5.07.  Limitation on Suits...................................................44
SECTION 5.08.  Unconditional Right of Holders to Receive Principal and Interest......45
SECTION 5.09.  Restoration of Rights and Remedies....................................46
SECTION 5.10.  Rights and Remedies Cumulative........................................46
SECTION 5.11.  Delay or Omission Not Waiver..........................................46
SECTION 5.12.  Control by Holders....................................................47
SECTION 5.13.  Waiver of Past Defaults...............................................47
SECTION 5.14.  Undertaking for Costs.................................................48
SECTION 5.15.  Waiver of Stay or Extension Laws......................................48


                                   ARTICLE VI

                                   The Trustee

SECTION 6.01.  Certain Duties and Responsibilities...................................48
SECTION 6.02.  Notice of Defaults....................................................49
SECTION 6.03.  Certain Rights of Trustee.............................................49
SECTION 6.04.  Not Responsible for Recitals or Issuance of Securities................51
SECTION 6.05.  May Hold Securities...................................................51
SECTION 6.06.  Money Held in Trust...................................................52
SECTION 6.07.  Compensation and Reimbursement........................................52
SECTION 6.08.  Disqualification; Conflicting Interests...............................53
SECTION 6.09.  Corporate Trustee Required; Eligibility...............................53
SECTION 6.10.  Resignation and Removal; Appointment of Successor.....................53
SECTION 6.11.  Acceptance of Appointment by Successor................................55
SECTION 6.12.  Merger, Conversion, Consolidation or Succession to Business...........56
SECTION 6.13.  Preferential Collection of Claims Against Company.....................56


                                    -iv-


<Page>


                                                                                  PAGE
                                                                                  ----

                                   ARTICLE VII

                Holders' Lists and Reports by Trustee and Company

SECTION 7.01.  Company to Furnish Trustee Names and
               Addresses of Holders..................................................57
SECTION 7.02.  Preservation of Information;
               Communications to Holders.............................................57
SECTION 7.03.  Reports by Trustee....................................................58
SECTION 7.04.  Reports by Company....................................................58


                                  ARTICLE VIII

                           Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 8.01.  Company May Consolidate, Etc., Only on Certain Terms..................59
SECTION 8.02.  Successor Substituted.................................................60


                                   ARTICLE IX

                             Supplemental Indentures

SECTION 9.01.  Supplemental Indentures Without Consent of Holders....................61
SECTION 9.02.  Supplemental Indentures with Consent of Holders.......................62
SECTION 9.03.  Execution of Supplemental Indentures..................................63
SECTION 9.04.  Effect of Supplemental Indentures.....................................64
SECTION 9.05.  Conformity with Trust Indenture Act...................................64
SECTION 9.06.  Reference in Securities to Supplemental Indentures....................64


                                     -v-


<Page>


                                                                                   PAGE
                                                                                   ----
                                    ARTICLE X

                    Covenants; Representations and Warranties

SECTION 10.01. Payment of Principal and Interest.....................................64
SECTION 10.02. Maintenance of Office or Agency.......................................65
SECTION 10.03. Money for Security Payments to Be Held in Trust.......................65
SECTION 10.04. Statement by Officers as to Default...................................66
SECTION 10.05. Existence.............................................................67
SECTION 10.06. Additional Covenants.  ...............................................68
SECTION 10.07. Representations and Warranties........................................69


                                   ARTICLE XI

                           Subordination of Securities

SECTION 11.01. Securities Subordinate to Senior
               Indebtedness..........................................................70
SECTION 11.02. Payment Over of Proceeds Upon
               Dissolution, Etc......................................................70
SECTION 11.03. No Payment When Senior Indebtedness in Default........................72
SECTION 11.04. Payment Permitted If No Default.......................................74
SECTION 11.05. Subrogation to Rights of Holders of Senior Indebtedness...............74
SECTION 11.06. Provisions Solely to Define Relative
               Rights................................................................75
SECTION 11.07. Trustee to Effectuate Subordination...................................76
SECTION 11.08. No Waiver of Subordination Provisions.................................76
SECTION 11.09. Notice to Trustee.....................................................77
SECTION 11.10. Reliance on Judicial Order or
               Certificate of Liquidating Agent......................................78
SECTION 11.11. Trustee Not Fiduciary for Holders of Senior Indebtedness..............79


                                    -vi-


<Page>


                                                                                   PAGE
                                                                                   ----
SECTION 11.12. Rights of Trustee as Holder of Senior Indebtedness;
               Preservation of Trustee's Rights......................................79
SECTION 11.13. Article Applicable to Paying Agents...................................79


                                   ARTICLE XII

                   Redemption of Securities and Other Matters

SECTION 12.01. Special Event Prepayment..............................................80
SECTION 12.02. Optional Redemption...................................................80
SECTION 12.03. Notice of Prepayment and Redemption; Selection
                of Securities........................................................81
SECTION 12.04. Payment of Securities Called
               for Prepayment or Redemption..........................................82
SECTION 12.05. Distribution of Securities to Preferred Members.......................83
SECTION 12.06. No Sinking Funds......................................................83
SECTION 12.07. Counterparts..........................................................84

TESTIMONIUM..........................................................................99

SIGNATURES AND SEALS................................................................100

ACKNOWLEDGEMENTS....................................................................101

ANNEX A:          Amended and Restated Declaration of
-------           Trust of St. Paul Capital Trust I,
                  dated as of [          ], 2001.
</Table>

Note:  This table of contents shall not, for any purpose, be deemed to be
       part of this Indenture.


                                    -vii-


<Page>





                  INDENTURE, dated as of [ ], 2001, between The St. Paul
Companies, Inc., a corporation duly organized and existing under the laws of the
State of Minnesota (herein called the "COMPANY"), having its principal office at
385 Washington Street, St. Paul, Minnesota 55102, and The Chase Manhattan Bank,
a national bank, not in its individual capacity, but solely as Trustee (herein
called the "TRUSTEE").


                                    RECITALS

                  WHEREAS, St. Paul Capital Trust I, a Delaware business trust
("ST. PAUL CAPITAL") may, pursuant to the Underwriting Agreement, dated [ ],
2001, among the Company, St. Paul Capital and the Underwriters named therein,
issue up to $[ ] aggregate liquidation preference of its [ ]% Trust Preferred
Securities (collectively, the "PREFERRED SECURITIES") with a liquidation
preference of $25 per Preferred Security;

                  WHEREAS, the Company is guaranteeing, for the benefit of
the holders of the Preferred Securities, the payment of Dividends on the
Preferred Securities (if and to the extent declared from funds of St. Paul
Capital legally available therefor), and payment of the Redemption Price and
payments on liquidation with respect to the Preferred Securities, on a
subordinated basis and to the extent provided in the Preferred Securities
Guarantee Agreement, dated[ ] 2001, between the Company and St. Paul Capital
(the "PARENT GUARANTEE");

                  WHEREAS, the Company wishes to sell to St. Paul Capital, and
St. Paul Capital wishes to purchase from the Company, Securities in an aggregate
principal amount equal to the sum of (i) the aggregate stated liquidation
amount of the Common Securities, and (ii) the aggregate stated liquidation
amount of the Preferred Securities issued and sold by St. Paul Capital
pursuant to the underwriting agreement;

                  WHEREAS, the Company has duly authorized the creation of an
issue of its [ ]% Junior Subordinated Debentures Due 2050 (the "SECURITIES"), of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture; and


<Page>

         WHEREAS, all things necessary to make the Securities, when executed by
the Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities, as follows:



                                    ARTICLE I

                        Definitions and Other Provisions
                             of General Application


SECTION 1.01. DEFINITIONS .

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

          (1) unless otherwise defined herein, all capitalized items used herein
     shall have the meanings ascribed to them in the Amended and Restated
     Declaration of Trust of St. Paul Capital, dated as of [ ], 2001 (the
     "DECLARATION"), as in effect on the date hereof, the form of which is
     attached as Annex A hereto;

          (2) the terms defined in this Article have the meanings assigned to
     them in this Article and include the plural as well as the singular;

          (3) all other terms used herein which are defined in the Trust
     Indenture Act, either



                                      -2-
<Page>

     directly or by reference therein, have the meanings assigned to them
     therein;

          (4) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles and, except as otherwise herein expressly provided, the term
     "generally accepted accounting principles" with respect to any computation
     required or permitted hereunder shall mean such accounting principles as
     are generally accepted at the date of such computation; and

          (5) the words "herein", "hereof" and "hereunder" and other words of
     similar import refer to this Indenture as a whole and not to any particular
     Article, Section or other subdivision.

         "ACT", when used with respect to any Holder, has the meaning specified
in Section 1.04.

         "ADDITIONAL INTEREST" means interest which shall accrue on any
interest on the Securities that is not paid when due or not paid during an
extension of an interest payment period, which in either case shall accrue at
the rate of [ ]% per annum compounded quarterly.

         "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"CONTROL" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "CONTROLLING" and "CONTROLLED" have meanings correlative to the
foregoing.

         "BOARD OF DIRECTORS" means either the board of directors of the
Company or any duly authorized committee of that board.

         "BOARD RESOLUTION" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the



                                      -3-
<Page>

Company to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification, and delivered to the
Trustee.

         "BUSINESS DAY" means any day other than a day on which banking
institutions in The City of New York are authorized or obligated by law or
executive order to close.

         "CAPITAL LEASE OBLIGATION" of any Person means the obligation to pay
rent or make other payments under a lease of (or other Indebtedness arrangements
conveying the right to use) real or personal property of such Person which is
required to be classified and accounted for as a capital lease or a liability on
the balance sheet of such Person in accordance with generally accepted
accounting principles. The stated maturity of such obligation shall be the date
of the last payment of rent or any other amount due under such lease prior to
the first date upon which such lease may be terminated by the lessee without
payment of a penalty.

         "COMMISSION" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, or,
if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

         "COMMON SECURITIES" means the common trust securities in St. Paul
Capital, all of which are owned by the Company.

         "COMMON STOCK" includes any stock of any class of the Company which
has no preference in respect of dividends or of amounts payable in the event of
any voluntary or involuntary liquidation, dissolution or winding-up of the
Company and which is not subject to redemption by the Company.

         "COMPANY" has the meaning specified in the Preamble to this instrument
until a successor Person shall have become such pursuant to the applicable
provisions of this Indenture, whereupon and thereafter "Company" shall mean such
successor Person.

         "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by its


                                      -4-
<Page>

Chairman of the Board, its Vice Chairman of the Board, its President or a Vice
President, and by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee.

         "CORPORATE TRUST OFFICE" means the principal office of the Trustee in
The City of New York, at which at any particular time its corporate trust
business in such City may be administered. At the date hereof, such office is
located at The Chase Manhattan Bank, 450 West 33rd Street, New York, New York
10001, Attention: Corporate Trust Administration.

         "CORPORATION" means a corporation, association, company, joint-stock
company or business trust.

         "DECLARATION" has the meaning specified in Section 101(1).

         "DEFAULTED INTEREST" has the meaning specified in Section 307.

         "EVENT OF DEFAULT" has the meaning specified in Section 501.

         "GUARANTEE" by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing any Indebtedness of any other Person (the
"PRIMARY OBLIGOR") in any manner, whether directly or indirectly, and including,
without limitation, any obligation of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment of such Indebtedness, (ii) to purchase property, securities or
services for the purpose of assuring the holder of such Indebtedness of the
payment of such Indebtedness, or (iii) to maintain working capital, equity
capital or other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness (and
"GUARANTEED," "GUARANTEEING" and "GUARANTOR" shall have meanings correlative to
the foregoing); PROVIDED, HOWEVER, that the Guarantee by any Person shall not
include endorsements by such Person for collection or deposit, in either case,
in the ordinary course of business.


                                      -5-
<Page>

         "HOLDER" means a Person in whose name a Security is registered in the
Security Register.

         "INCUR" means, with respect to any Indebtedness or other obligation of
any Person, to create, issue, incur (by conversion, exchange or otherwise),
assume, Guarantee or otherwise become liable in respect of such Indebtedness or
other obligation or the recording, as required pursuant to generally accepted
accounting principles or otherwise, of any such Indebtedness or other obligation
as a liability on the balance sheet of such Person (and "INCURRENCE,"
"INCURRED," "INCURRABLE" and "Incurring" shall have meanings correlative to the
foregoing); PROVIDED, HOWEVER, that a change in generally accepted accounting
principles that results in an obligation of such Person that exists at such time
becoming Indebtedness shall not be deemed an Incurrence of such Indebtedness.

         "INDEBTEDNESS" means (without duplication), with respect to any
Person, whether recourse is to all or a portion of the assets of such Person,
(i) all Indebtedness described in clauses (i)-(viii) of the definition of Senior
Indebtedness (all references to St. Paul in such definition being deemed to
refer to such Person) and (ii) the maximum fixed redemption or repurchase price
of Redeemable Interests of such Person at the time of determination.

         "INDENTURE" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

         "INITIAL OPTIONAL REDEMPTION DATE" means [          ], 200[ ].

         "INTEREST PAYMENT DATE" means the Stated Maturity of each
installment of interest on the Securities, which shall be on the 15th day of
January, April, July and October of each year commencing January 15, 2002
until the principal of the Securities is paid.

                                      -6-

<Page>

         "INVESTMENT COMPANY" means an investment company as defined in the
Investment Company Act.

         "INVESTMENT COMPANY ACT" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

         "INVESTMENT COMPANY EVENT" means the receipt by the Company and St.
Paul Capital of an opinion of an independent securities counsel experienced in
such matters to the effect that as a result of (a) any amendment to, or change
(including any announced prospective change) in, the laws or any regulations
thereunder of the United States or any rules, guidelines or policies of any
applicable regulatory authority for the Corporation and (b) any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or which
pronouncement or decision is announced on or after the date of original issuance
of the Securities, St. Paul Capital is, or within 90 days of the date of such
opinion will be, considered as Investment Company that is required to be
registered as such under the Investment Company Act.

         "JUNIOR SUBORDINATED PAYMENT" has the meaning specified in Section
11.02.

         "MATURITY", when used with respect to any Security, means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

         "NUVEEN" means The John Nuveen Company, a Delaware corporation, and
its consolidated subsidiaries.

         "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee. One of the officers
signing an Officers' Certificate given pursuant to Section 10.04 shall be the
principal executive, financial or accounting officer of the Company.



                                      -7-
<Page>

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for the Company, and who shall, and which opinion shall, be acceptable
to the Trustee.

         "OPTIONAL REDEMPTION PRICE" has the meaning specified in Section 12.02.

         "OUTSTANDING", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, EXCEPT:

                  (i) Securities theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation;

                  (ii) Securities for whose payment or redemption money in the
         necessary amount has been theretofore deposited with the Trustee or any
         Paying Agent (other than the Company) in trust or set aside and
         segregated in trust by the Company (if the Company shall act as its own
         Paying Agent) for the Holders of such Securities; PROVIDED that, if
         such Securities are to be redeemed, notice of such redemption has been
         duly given pursuant to this Indenture or provision therefor
         satisfactory to the Trustee has been made; and

                  (iii) Securities which have been paid pursuant to Section 306
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         protected purchaser (as defined in Article 8 of the Uniform
         Commercial Code) in whose hands such Securities are valid obligations
         of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying



                                      -8-
<Page>

upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which a Responsible Officer of the Trustee actually
knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or
any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor.

         "PARENT GUARANTEE" has the meaning specified in the Recitals to this
instrument.

         "PAYING AGENT" means any Person authorized by the Company to pay the
principal of or interest on any Securities on behalf of the Company.

         "PAYMENT BLOCKAGE PERIOD" has the meaning specified in Section 11.03.

                  "PERSON" means any individual, corporation, partnership,
joint venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.

         "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "PREFERRED SECURITIES" has the meaning specified in the Recitals to
this instrument.

         "PROCEEDING" has the meaning specified in Section 1102.

         "REDEEMABLE INTEREST" of any Person means any equity security of or
other ownership interest in such Person which by its terms or otherwise is
required to be redeemed prior to the Stated Maturity of the principal of the
Securities or is or may be redeemable at the option of the holder thereof at any
time


                                      -9-
<Page>

prior to the Stated Maturity of the principal of the Securities; PROVIDED,
HOWEVER, that any such interest which is redeemable solely for any equity
security of or other ownership interest in such Person that by its terms or
otherwise is not required to be redeemed prior to the Stated Maturity of the
principal of the Securities shall not constitute a Redeemable Interest.

         "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date means the Business Day next preceding such Interest Payment Date.

         "RESPONSIBLE OFFICER", when used with respect to the Trustee, means
any vice president, assistant secretary, assistant treasurer, assistant cashier,
trust officer or assistant trust officer or other officer of the Trustee
assigned to the Corporate Trust Office, customarily performing functions similar
to those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with the
particular subject.

         "SECURITIES" has the meaning specified in the Recitals to this
instrument.

         "SECURITIES PAYMENT" has the meaning specified in Section 11.02.

         "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 3.05.

         "SENIOR INDEBTEDNESS" means the principal of, premium, if any,
interest on and any other payment due pursuant to any of the following, whether
Incurred on or prior to the date hereof or hereafter Incurred:

                  (i) all obligations of the Company for money borrowed;

                  (ii) all obligations of the Company evidenced by notes,
         debentures, bonds or other similar instruments, including obligations
         Incurred in connection with the acquisition of property, assets or
         businesses;



                                      -10-
<Page>

                  (iii) all Capital Lease Obligations of the Company;

                  (iv) all reimbursement obligations of the Company with respect
         to letters of credit, bankers' acceptances or similar facilities issued
         for the account of the Company;

                  (v) all obligations of the Company issued or assumed as the
         deferred purchase price of property or services, including all
         obligations under master lease transactions pursuant to which the
         Company or any of its subsidiaries have agreed to be treated as owner
         of the subject property for federal income tax purposes (but excluding
         trade accounts payable or accrued liabilities arising in the ordinary
         course of business);

                  (vi) all payment obligations of the Company under interest
         rate swap or similar agreements or foreign currency hedge, exchange or
         similar agreements at the time of determination, including any such
         obligations Incurred by the Company solely to act as a hedge against
         increases in interest rates that may occur under the terms of other
         outstanding variable or floating rate Indebtedness of the Company;

                  (vii) all obligations of the type referred to in clauses (i)
         through (vi) above of another Person and all dividends of another
         Person the payment of which, in either case, the Company has assumed or
         Guaranteed or for which the Company is responsible or liable, directly
         or indirectly, jointly or severally, as obligor, Guarantor or
         otherwise;

                  (viii) all compensation and reimbursement obligations of the
         Company pursuant to Section 6.07; and

                  (ix) all amendments, modifications, renewals, extensions,
         refinancings, replacements and refundings by the Company of any such
         Indebtedness referred to in clauses (i) through (viii) above (and


                                      -11-
<Page>


         of any such amended, modified, renewed, extended, refinanced, refunded
         or replaced Indebtedness);

PROVIDED, HOWEVER, that the following shall not constitute Senior
Indebtedness: (A) any Indebtedness owed to a Person when such Person is a
Subsidiary of the Company, (B) any Indebtedness which by the terms of the
instrument creating or evidencing the same expressly provides that it is not
superior in right of payment to the Securities, or (C) any Indebtedness to
the extent Incurred in violation of this Indenture, or (D)(i) all other debt
securities of the Company issued by the Company to any trust other than St.
Paul Capital, or a trustee of such trust, or to a partnership or other
Affiliate of the Company that acts as a financing vehicle for the Company, in
connection with the issuance by such vehicles of equity securities or other
securities that are similar to the Preferred Securities and (ii) the
following series of debt securities: (1) Junior Subordinated Debentures,
Series A, issued pursuant to that certain indenture dated as of December 24,
1996, between USF&G Corporation and The Bank of New York, as amended (2)
Junior Subordinated Debentures, Series B, issued pursuant to that certain
indenture dated as of January 10, 1997, between USF&G Corporation and The
Bank of New York, as amended (3) Junior Subordinated Debentures, Series C,
issued pursuant to that certain indenture dated as of July 8, 1997, between
USF&G Corporation and The Bank of New York, as amended and (4) Junior
Subordinated Deferrable Interest Debentures, issued pursuant to an indenture
dated as of December 23, 1997 between MMI Companies, Inc. and The Chase
Manhattan Bank, as amended. For purposes of this definition, "INDEBTEDNESS"
includes any obligation to pay principal, premium (if any), interest,
penalties, reimbursement or indemnity amounts, fees and expenses (including
interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company whether or not a claim for
post-petition interest is allowed in such proceeding). Any Senior
Indebtedness shall continue to be Senior Indebtedness and entitled to the
benefits of the subordination provisions of Article XI irrespective of any
amendment, modification or waiver of any term of such Senior Indebtedness.

                  "SENIOR NONMONETARY DEFAULT" has the meaning specified in
Section 11.03.

                  "SENIOR PAYMENT DEFAULT" has the meaning specified in
Section 11.03.

                  "SPECIAL EVENT" means an Investment Company Event or a Tax
Event, as the context requires.

                  "SPECIAL EVENT PREPAYMENT PRICE" has the meaning specified
in Section 12.01.

                  "SPECIAL RECORD DATE" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 3.07.

                  "ST. PAUL CAPITAL" has the meaning specified in the
Preamble to this instrument.

                  "STATED MATURITY", when used with respect to any Security
or any installment of interest thereon, means the date specified in such
Security as the fixed date on which the principal, together with any accrued
and unpaid interest

                                    -12-


<Page>


(including Additional Interest), of such Security or such installment of
interest is due and payable.

                  "SUBSIDIARY" means a corporation, more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company (or by one or more other Subsidiaries or by the Company and one or
more other Subsidiaries), except Nuveen. For the purposes of this
definition, "voting stock" means stock which ordinarily has voting power for
the election of directors, whether at all times or only so long as no senior
class of stock has such voting power by reason of any contingency.

                  "TAX EVENT" means the receipt by the Company and St. Paul
Capital of an Opinion of Counsel to the effect that, as a result of any
amendment to, or change (including any announced prospective change) in, the
laws or any regulations thereunder of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after the date of original
issuance of the Securities, there is more than an insubstantial risk that (i)
St. Paul Capital is, or will be within 90 days of the date of such opinion,
subject to United States federal income tax with respect to income received
or accrued on the Securities, (ii) the interest payable by the Company on the
Securities is not, or within 90 days of the date of such opinion will not be,
deductible by the Company, in whole or in part, for United States federal
income tax purposes or (iii) is, or will be within 90 days of the date of
such opinion, subject to more than a de minimis amount of other taxes, duties
or other governmental charges.

                  "TRUSTEE" means the Person named as the "Trustee" in the
Preamble to this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, whereupon and
thereafter "Trustee" shall mean such successor Trustee.

                  "TRUST INDENTURE ACT" means the Trust Indenture Act of
1939 as in force at the date as of which this instrument was executed;
PROVIDED, HOWEVER, that in the event the Trust Indenture Act of 1939 is
amended after such date, "Trust

                                    -13-


<Page>


Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

                  "VICE PRESIDENT", when used with respect to the Company or
the Trustee, means any vice president, whether or not designated by a number
or a word or words added before or after the title "vice president".

SECTION 1.02.     COMPLIANCE CERTIFICATES AND OPINIONS .

                  Upon any application or request by the Company to the
Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Indenture or under the
Trust Indenture Act relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such Counsel all
such conditions precedent, if any, have been complied with, and such
certificates and opinions as may be required under the Trust Indenture Act.
Each such certificate or opinion shall be given in the form of an Officers'
Certificate, if to be given by an officer of the Company, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the requirements of
the Trust Indenture Act and any other requirement set forth in this Indenture.

                  Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture shall include

                  (1) a statement that each individual signing such certificate
         or opinion has read such covenant or condition and the definitions
         herein relating thereto;

                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (3) a statement that, in the opinion of each such individual,
         he has made such examination or investigation as is necessary to enable
         him to

                                    -14-


<Page>

         express an informed opinion as to whether or not such covenant or
         condition has been complied with; and

                  (4) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.


SECTION 1.03.     FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

                  In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion
of, only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or
several documents.

                  Any certificate or opinion of an officer of the Company may
be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows, or in
the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or opinion of counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company
stating that the information with respect to such factual matters is in the
possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

                  Where any Person is required to make, give or execute two
or more applications, requests, consents, certificates, statements, opinions
or other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.

                                    -15-


<Page>


SECTION 1.04.     ACTS OF HOLDERS; RECORD DATES .

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or
taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as
the "ACT" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Section
6.01) conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also
constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.

                  (c) The Company may, in the circumstances permitted by
the Trust Indenture Act, fix any day as the record date for the purpose of
determining the Holders entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote
on any action, authorized or permitted to be given or taken by Holders. If
not set by the Company prior to the first solicitation of a Holder made by
any Person in respect of any such action, or, in the case of any such vote,
prior to such vote, the record date for any such action or vote shall be the
30th day (or, if later, the date of the most recent list of Holders required
to be provided

                                     -16-


<Page>


pursuant to Section 7.01) prior to such first solicitation or vote, as the
case may be. With regard to any record date, only the Holders on such date
(or their duly designated proxies) shall be entitled to give or take, or vote
on, the relevant action.

                  (d) The ownership of Securities shall be proved by the
Security Register.

                  (e) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued
upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such
action is made upon such Security.

SECTION 1.05.     NOTICES, ETC., TO TRUSTEE, COMPANY AND ST. PAUL CAPITAL.

                  Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,

                  (1) the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with the Trustee at its Corporate Trust Office,
         Attention: Corporate Trust Administration,

                  (2) the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid, to the Company addressed to it at the address of its principal
         office specified in the Preamble to this instrument, Attention:
         Treasurer or at any other address previously furnished in writing
         to the Trustee by the Company, or

                  (3) St. Paul Capital by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and

                                    -17-


<Page>


         mailed, first-class postage prepaid, to St. Paul Capital addressed to
         it at the address of its principal office specified in the Preamble to
         this instrument, Attention: (Treasurer) or at any other address
         previously furnished in writing to the Trustee by St. Paul Capital.

SECTION 1.06.     NOTICE TO HOLDERS; WAIVER.

                  Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at his address as it appears in the
Security Register, not later than the latest date (if any), and not earlier
than the earliest date (if any), prescribed for the giving of such notice. In
any case where notice to Holders is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other
Holders. Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee,
but such filing shall not be a condition precedent to the validity of any
action taken in reliance upon such waiver.

                  In case by reason of the suspension of regular mail service
or by reason of any other cause it shall be impracticable to give such notice
by mail, then such notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose
hereunder.

SECTION 1.07.     CONFLICT WITH TRUST INDENTURE ACT.

                  If any provision hereof limits, qualifies or conflicts with
a provision of the Trust Indenture Act that is required under such Act to be
a part of and govern this Indenture, the latter provision shall control. If
any provision of this Indenture modifies or excludes any provision of the
Trust Indenture Act that may be so modified or excluded,

                                    -18-


<Page>


the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

SECTION 1.08.     EFFECT OF HEADINGS AND TABLE OF CONTENTS.

                  The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction
hereof.

SECTION 1.09.     SUCCESSORS AND ASSIGNS.

                  All covenants and agreements in this Indenture by the
Company or St. Paul Capital shall bind their respective successors and
assigns, whether so expressed or not.

SECTION 1.10.     SEPARABILITY CLAUSE.

                  In case any provision in this Indenture or in the Securities
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 1.11.     BENEFITS OF INDENTURE.

                  Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder, the holders of Senior Indebtedness, the holders of
Preferred Securities and the Holders of Securities, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

SECTION 1.12.     GOVERNING LAW.

                  This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.

                                    -19-


<Page>


SECTION 1.13.     LEGAL HOLIDAYS.

                  In any case where any Interest Payment Date, Redemption
Date or Stated Maturity of any Security or the last date on which a Holder
has the right to convert his Securities shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal or conversion of the Securities need not be
made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity, or on such last day for
conversion, PROVIDED that no interest shall accrue for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be.

                              ARTICLE II

                            Security Forms


SECTION 201.      FORMS GENERALLY .

                  The Securities and the Trustee's certificates of
authentication shall be in substantially the forms set forth in this Article,
with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of
any securities exchange or as may, consistently herewith, be determined by
the officers executing such Securities, as evidenced by their execution of
the Securities.

                  The definitive Securities shall be typewritten, word
processed, printed, lithographed or engraved or produced by any combination
of these or other methods, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.

                                    -20-


<Page>
SECTION 2.02.      FORM OF FACE OF SECURITY .

                          THE ST. PAUL COMPANIES, INC.

                       [ ]% Junior Subordinated Debentures
                                   Due [    ]


No._________                                                      $___________


                  The St. Paul Companies, Inc., a corporation duly organized
and existing under the laws of the State of Minnesota (herein called "ST.
PAUL", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_____________________________, or registered assigns, the principal sum of
_________ Dollars on [    ], and to pay interest thereon at the rate of [ ]%
per annum, from [          ], 2001 or from the most recent Interest Payment
Date to which interest has been paid, payable quarterly, in arrears, on the
15th day of January, April, July and October of each year (each an "INTEREST
PAYMENT DATE"), commencing January 15, 2002, until the principal hereof is
paid or made available for payment. Interest will compound quarterly and will
accrue at the rate of [ ]% per annum on any interest installment that is not
paid at the end of any quarterly interest period or when otherwise due or
during an extension of an interest payment period as set forth below
("ADDITIONAL INTEREST"). Except as provided in the following sentence, the
amount of interest payable for any period will be computed on the basis of a
360-day year consisting of twelve 30-day months. Interest payable for any
period shorter than a full quarterly interest period will be computed on the
basis of a 30-day month, and for periods of less than one month, the actual
number of elapsed days in such month. In the event that any date on which
interest is payable on this Security is not a Business Day, then a payment of
the interest payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect
of any such delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business

                                       -21-

<Page>

Day, in each case with the same force and effect as if made on such date. A
"BUSINESS DAY" shall mean any day other than a day on which banking
institutions in The City of New York are authorized or required by law to
close. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the Business Day next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the Business Day next
preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name
this Security (or one or more predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of Securities not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

                  St. Paul shall have the right at any time and from time to
time during the term of this Security to extend any interest payment period for
up to 20 consecutive quarterly periods, during which extended interest payment
period interest will compound quarterly and St. Paul shall have the right to
make partial payments of interest on any Interest Payment Date, and at the end
of which extended interest payment period St. Paul shall pay all interest then
accrued and unpaid (including Additional Interest), except as provided in the
next sentence; PROVIDED that during any such extended interest payment period
neither St. Paul nor any direct or indirect majority-owned subsidiary of St.
Paul (except certain subsidiaries named in the Indenture) may declare or pay any
dividend on, or redeem, purchase, acquire for value or make a liquidation
payment with
                                       -22-

<Page>


respect to, any of its common or preferred stock (other than as a result of a
reclassification of such common or preferred stock) other than (i)
repurchases, redemptions or other acquisitions of shares of capital stock of
St. Paul or such subsidiary in connection with any employment contract,
benefit plan or similar arrangement with or for the benefit of employees,
officers, directors or consultants, (ii) repurchases, redemptions or other
acquisitions of shares of capital stock of St. Paul or such subsidiary as a
result of an exchange or conversion of any class or series of capital stock
of St. Paul for any other class or series of the capital stock of St. Paul or
such subsidiary, (iii) the purchase of fractional interests in shares of
capital stock of St. Paul or such subsidiary pursuant to the conversion or
exchange provisions of such capital stock or the security being converted or
exchanged or (iv) distributions of rights under any shareholders' rights plan
adopted by St. Paul or such subsidiary, make any guarantee payments with
respect to the foregoing (other than payments under the Parent Guarantee or
dividends or guarantee payments to St. Paul from a direct or indirect
majority-owned subsidiary of St. Paul) or make any payment of interest on or
principal of (or premium, if any, on) or repay, repurchase or redeem, any
debt securities issued by St. Paul or such subsidiary that rank pari passu
with or junior to this Security. The foregoing, however, shall not limit the
ability to pay stock dividends by St. Paul and its subsidiaries where the
dividend stock is the same stock on which the dividend is being paid. Prior
to the end of any such extended interest payment period, St. Paul may further
extend such extended interest payment period, PROVIDED that such extended
interest payment period together with all such further extensions thereof may
not exceed 20 quarterly periods, nor may such extended interest payment
period extend the Stated Maturity of this Security. After St. Paul has paid
all accrued and unpaid interest (including any Additional Interest) following
any extended interest payment period, it may again extend interest payment
periods for up to 60 months, subject to the preceding sentence. St. Paul
shall give the Holder of this Security and the Trustee notice of its
selection of an extended interest payment period five Business Days prior to
the first scheduled Interest Payment Date on which the scheduled interest
payment shall be deferred pursuant to such selection and, if St. Paul Capital
is the Holder of this Security and if the [  ]% Trust Preferred Securities of
St. Paul Capital are listed on the New York Stock Exchange, no later than the
last date on which St. Paul Capital would be required to notify the New York
Stock Exchange of the record or payment

                                       -23-

<Page>

date of the related dividend payment on such Trust Preferred Securities.

                  Payment of the principal of and interest on this Security
will be made at the office or agency of St. Paul maintained for that purpose
in The City of New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; PROVIDED, HOWEVER, that at the option of St. Paul payment of
interest may be made (i) by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or
(ii) by wire transfer in immediately available funds at such place and to
such account as may be designated by the Person entitled thereto as specified
in the Security Register.

                  Reference is hereby made to the further provisions of the
Indenture summarized on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.

                  Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, St. Paul has caused this instrument to
be duly executed under its corporate seal.

Dated:  [          ]

                                       THE ST. PAUL COMPANIES, INC.



                                       By:__________________________


Attest:_____________________
       Corporate Secretary


                                       -24-

<Page>

SECTION 2.03.      FORM OF REVERSE OF SECURITY.


                  This Security is one of a duly authorized issue of
Securities of St. Paul, designated as its [ ]% Junior Subordinated Debentures
Due 2050 (herein called the "SECURITIES"), limited in aggregate principal
amount to $[ ], issued and to be issued under an Indenture, dated as of
[          ], 2001 (herein called the "INDENTURE"), between The St. Paul
Companies, Inc., a Minnesota corporation ("ST. PAUL") and The Chase Manhattan
Bank, not in its individual capacity but solely as Trustee (herein called the
"TRUSTEE", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of St. Paul, the Trustee, the Holders of the
Securities and the holders of Senior Indebtedness and of the terms upon which
the Securities are, and are to be, authenticated and delivered. All terms
used in this Security which are defined in the Indenture shall have the
respective meanings assigned to them in the Indenture. All terms used in this
Security which are not defined in the Indenture but are defined in the form
of Declaration (as executed by the parties thereto, the "DECLARATION")
attached as Annex A thereto shall have the respective meanings assigned to
them in such form of Declaration.

                  The indebtedness evidenced by this Security is, to the
extent provided in the Indenture, subordinate and subject in right of payment
to the prior payment in full of all Senior Indebtedness, and this Security is
issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Security, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate
the subordination so provided and (c) appoints the Trustee his
attorney-in-fact for any and all such purposes.

                  If an Event of Default with respect to the Securities shall
occur and be continuing, the principal of the Securities may be declared due
and payable in the manner and with the effect provided in the Indenture.

                                       -25-

<Page>

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of St. Paul and the rights of the Holders of the Securities under
the Indenture at any time by St. Paul and the Trustee with the consent of the
Holders of a majority in aggregate principal amount of the Securities at the
time Outstanding and while the Preferred Securities are outstanding, the
consent of holders of a majority in aggregate Liquidation Preference of the
Preferred Securities. The Indenture also contains provisions permitting the
Holders of specified percentages in aggregate principal amount of the
Securities at the time Outstanding, on behalf of the Holders of all the
Securities, to waive certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.

                  No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the obligation of St.
Paul, which is absolute and unconditional, to pay the principal of and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable
in the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of St. Paul in The City of New York, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to St. Paul and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

                  The Securities are issuable only in registered form without
coupons in denominations of $25 and any integral multiple thereof. As provided
in the Indenture and subject to certain limitations therein set forth,
Securities are exchangeable for a like aggregate principal amount of

                                       -26-

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Securities of a different authorized denomination, as requested by the Holder
surrendering the same.

                  No service charge shall be made for any such registration
of transfer or exchange, but St. Paul may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.

                  Prior to due presentment of this Security for registration
of transfer, St. Paul, the Trustee and any agent of St. Paul or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
St. Paul, the Trustee nor any such agent shall be affected by notice to the
contrary.

SECTION 2.04.     FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

                  This is one of the Securities referred to in the
within-mentioned Indenture.

                                       THE CHASE MANHATTAN BANK,
                                                      AS TRUSTEE


                                       By:_____________________
                                           AUTHORIZED OFFICER


                                ARTICLE III
                              The Securities


SECTION 3.01.     TITLE AND TERMS.

                  The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $[ ], except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange

                                       -27-

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for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06 or
9.06.

                  The Securities shall be known and designated as the "[ ]%
Junior Subordinated Debentures Due 2050 of the Company. Their Stated Maturity
shall be [          ], and they shall bear interest at the rate of [ ]% per
annum, from [ ] or from the most recent Interest Payment Date to which
interest has been paid, as the case may be, payable quarterly, in arrears, on
the 15th day of January, April, July and October of each year, commencing
January 15, 2002 until the principal thereof is paid or made available for
payment. Interest will compound quarterly and will accrue at the rate of [ ]%
per annum on any interest installment that is not paid at the end of any
quarterly interest period or when otherwise due or during an extension of an
interest payment period as set forth below in this Section 3.01. In the event
that any date on which interest is payable on the Securities is not a
Business Day, then a payment of the interest payable on such date will be
made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each case with the same
force and effect as if made on such date.

                  The Company shall have the right, at any time and from time to
time during the term of the Securities, to extend any interest payment period
for up to 20 consecutive quarterly periods, provided that during the period of
any such extension, interest will continue to accrue and compound quarterly. The
Company shall have the right to make partial payments of interest during any
such extended interest payment period. At the end of any such extended interest
payment period, the Company shall pay all interest then accrued and unpaid
(together with Additional Interest thereon). Prior to the end of any such
extended interest payment period, the Company may further extend the interest
payment period, PROVIDED that such extended interest payment period together
with all such further extensions thereof may not exceed 20 quarterly periods and
PROVIDED, FURTHER, that no extended interest payment period shall extend the
Stated Maturity of the Securities. After the Company has paid all accrued and
unpaid interest (including

                                       -28-

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Additional Interest) following any extended interest payment period, it may
again extend interest payment periods for up to 20 consecutive quarterly
periods, subject to the preceding sentence. The Company shall give the
Holders of the Securities and the Trustee written notice of its selection of
an extended interest payment period five Business Days prior to the first
scheduled Interest Payment Date on which the scheduled interest payment shall
be deferred pursuant to such selection and, if St. Paul Capital is the Holder
of the Securities, no later than the last date on which St. Paul Capital
would be required to notify the New York Stock Exchange of the record or
payment date of the related dividend payment on the Preferred Securities. In
addition, at any time when any Preferred Securities are outstanding, the
Company shall give St. Paul Capital notice of its selection of an extended
interest payment period at least one Business Day prior to the earlier of (i)
the Interest Payment Date and (ii) the date St. Paul Capital is required to
give notice of the record or payment date of any Dividend payable on the
Preferred Securities to the New York Stock Exchange or other applicable
self-regulatory organization or to holders of the Preferred Securities, but
in any event not less than two Business Days prior to such record date.

                  The principal of and interest on the Securities shall be
payable at the office or agency of the Company in The City of New York
maintained for such purpose and at any other office or agency maintained by
the Company for such purpose; PROVIDED, HOWEVER, that at the option of the
Company payment of interest may be made (i) by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register or (ii) by wire transfer in immediately available funds at such
place and to such account as may be designated by the Person entitled thereto
as specified in the Security Register.

                  The Securities shall be subordinated in right of payment to
Senior Indebtedness as provided in Article XI.

                  The Securities shall be subject to optional prepayment,
optional redemption and distribution to the holders of the Preferred
Securities as provided in Article XII.

                                       -29-

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SECTION 3.02.     DENOMINATIONS.

                  The Securities shall be issuable only in registered form
without coupons and only in denominations of $25 and any integral multiple
thereof.

SECTION 3.03.     EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

                  The Securities shall be executed on behalf of the Company
by its Chairman of the Board, its Vice Chairman of the Board, its President
or one of its Vice Presidents, under its corporate seal reproduced thereon
attested by its Secretary or one of its Assistant Secretaries. The signature
of any of these officers on the Securities may be manual or facsimile.

                  Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall
bind the Company, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities executed by
the Company to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Securities; and the Trustee in
accordance with such Company Order shall authenticate and deliver such
Securities as in this Indenture provided and not otherwise.

                  Each Security shall be dated the date of its authentication.

                  No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.


                                       -30-
<Page>


SECTION 3.04.     TEMPORARY SECURITIES.

                  Pending the preparation of definitive Securities, the
Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu
of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities
may determine, as evidenced by their execution of such Securities.

                  If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at any office or agency of the Company designated pursuant to
Section 10.02, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Securities the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of authorized denominations. Until so
exchanged the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities.

SECTION 3.05.     REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

                  The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and
in any other office or agency designated pursuant to Section 1002 being
herein sometimes collectively referred to as the "SECURITY REGISTER") in
which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration of Securities and of transfers of
Securities. The Trustee is hereby appointed "SECURITY REGISTRAR" for the
purpose of registering Securities and transfers of Securities as herein
provided.

                  Upon surrender for registration of transfer of any Security
at an office or agency of the Company designated

                                       -31-


<Page>


pursuant to Section 10.02 for such purpose, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of any authorized
denominations and of a like aggregate principal amount.

                  At the option of the Holder, Securities may be exchanged
for other Securities of any authorized denominations and of a like aggregate
principal amount, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver,
the Securities which the Holder making the exchange is entitled to receive.

                  All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer
or exchange.

                  Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee)
be duly endorsed, or be accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed, by
the Holder thereof or his attorney duly authorized in writing.

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.04 or 9.06 not involving
any transfer.

SECTION 306.      MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

                  If any mutilated Security is surrendered to the Trustee,
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of

                                       -32-


<Page>


like tenor and principal amount and bearing a number not contemporaneously
outstanding.

                  If there shall be delivered to the Company and the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any
Security and (ii) such security or indemnity as may be required by them to
save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been
acquired by a protected purchaser (as defined under Article 8 of the Uniform
Commercial Code), the Company shall execute and the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of like tenor and principal amount and bearing a
number not contemporaneously outstanding.

                  In case any such mutilated, destroyed, lost or stolen
Security has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security.

                  Upon the issuance of any new Security under this Section,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee) connected
therewith.

                  Every new Security issued pursuant to this Section in lieu
of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities duly issued hereunder.

                  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

                                       -33-


<Page>


SECTION 3.07.     PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

                  Interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

                  Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "DEFAULTED INTEREST") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in Clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities (or their
         respective Predecessor Securities) are registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each Security and the date of the proposed
         payment, and prior to 10:00 a.m., New York City time on such payment
         date, the Company shall deposit with the Trustee an amount of money
         equal to the aggregate amount proposed to be paid in respect of such
         Defaulted Interest or, at the Company's option, shall make arrangements
         satisfactory to the Trustee for such deposit prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the Persons entitled to such Defaulted Interest as in this
         Clause provided. Thereupon the Trustee shall fix a Special Record Date
         for the payment of such Defaulted Interest which shall be not more than
         15 days and not less than 10 days prior to the date of the proposed
         payment and not less than 10 days after the receipt by the Trustee of
         the notice of the proposed payment. The Trustee shall promptly notify
         the Company of such Special Record Date and, in the name and at the
         expense of the Company, shall cause notice of the proposed payment of
         such Defaulted Interest and the Special Record Date therefor to be
         mailed, first-class postage prepaid, to each Holder at his address as
         it appears in the Security Register, not less


                                       -34-


<Page>


         than 10 days prior to such Special Record Date. Notice of the proposed
         payment of such Defaulted Interest and the Special Record Date therefor
         having been so mailed, such Defaulted Interest shall be paid to the
         Persons in whose names the Securities (or their respective Predecessor
         Securities) are registered at the close of business on such Special
         Record Date and shall no longer be payable pursuant to the following
         Clause (2).

                  (2) The Company may make payment of any Defaulted Interest in
         any other lawful manner not inconsistent with the requirements of any
         securities exchange on which the Securities may be listed, and, if so
         listed, upon such notice as may be required by such exchange, if, after
         notice given by the Company to the Trustee of the proposed payment
         pursuant to this Clause, such manner of payment shall be deemed
         practicable by the Trustee.

                  Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue (including in each such case
Additional Interest), which were carried by such other Security.

SECTION 3.08.     PERSONS DEEMED OWNERS.

                  Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the

                                       -35-


<Page>


Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and (subject to Section 3.07) interest (including Additional
Interest) on such Security and for all other purposes whatsoever, whether or not
such Security be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.

SECTION 3.09.     CANCELLATION.

                  All Securities surrendered for payment, redemption or
registration of transfer shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by it in
accordance with its customary practices. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by
the Trustee in accordance with its customary practices. No Securities shall
be authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture.

SECTION 3.10.     COMPUTATION OF INTEREST.

                  Interest on the Securities shall be computed on the basis
of a 360-day year of twelve 30-day months and, for any period shorter than a
full monthly interest period, shall be computed on the basis of the actual
number of days elapsed in such period.

                                       -36-


<Page>


                                   ARTICLE IV

                           Satisfaction and Discharge


SECTION 4.01.     SATISFACTION AND DISCHARGE OF INDENTURE.

                  This Indenture shall cease to be of further effect (except
as to any surviving rights of conversion, registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

                    (1) either

                         (A) all Securities theretofore authenticated and
                   delivered (other than (i) Securities which have been
                   destroyed, lost or stolen and which have been replaced or
                   paid as provided in Section 3.06 and (ii) Securities for
                   whose payment money has theretofore been deposited in trust
                   or segregated and held in trust by the Company and thereafter
                   repaid to the Company or discharged from such trust, as
                   provided in Section 10.03) have been delivered to the Trustee
                   for cancellation; or

                         (B) all such Securities not theretofore delivered
                   to the Trustee for cancellation

                              (i) have become due and payable, or

                             (ii) will become due and payable at their Stated
                         Maturity within one year, or

                            (iii) are to be called for redemption within one
                         year under arrangements satisfactory to the Trustee for
                         the giving of notice of


                                       -37-


<Page>


                         redemption by the Trustee in the name, and at the
                         expense, of the Company

                  and the Company, in the case of (i), (ii) or (iii) above, has
                  deposited or caused to be deposited with the Trustee as trust
                  funds in trust for the purpose an amount sufficient to pay and
                  discharge the entire indebtedness on such Securities not
                  theretofore delivered to the Trustee for cancellation, for
                  principal and interest (including Additional Interest) to the
                  date of such deposit (in the case of Securities which have
                  become due and payable) or to the Stated Maturity or
                  Redemption Date, as the case may be;

                  (2) the Company has paid or caused to be paid all other
         sums payable hereunder by the Company; and


                  (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.03 shall survive.


SECTION 4.01.     APPLICATION OF TRUST MONEY.

                  Subject to the provisions of the last paragraph of Section
1003, all money deposited with the Trustee pursuant to Section 4.01 shall be
held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying

                                       -38-


<Page>


Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal and interest for whose payment such money has been deposited with the
Trustee.

                                     ARTICLE V

                                     REMEDIES

SECTION 5.01.     EVENTS OF DEFAULT.

                  "EVENT OF DEFAULT", wherever used herein, means any one of
the following events (whatever the reason for such Event of Default and
whether it shall be occasioned by the provisions of Article XI or be
voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

                  (1) failure to pay any principal of the Securities when due;

                  (2) failure to pay any interest on the Securities, including
         any Additional Interest, when due and such failure continues for a
         period of 30 days; PROVIDED that a valid extension of the interest
         payment period by the Company pursuant to this Indenture shall not
         constitute a default in the payment of interest for this purpose;

                  (3) failure by the Company to perform any other covenant
         herein for the benefit of the holders of Securities continued for a
         period of 90 days

                                    -39-


<Page>


         after written notice to the Company from any Holder of the Securities
         or any holder of Preferred Securities;

                  (4) entry by a court having jurisdiction in the premises of
         (A) a decree or order for relief in respect of the Company or St. Paul
         Capital in an involuntary case or proceeding under any applicable
         Federal or State bankruptcy, insolvency, reorganization or other
         similar law or (B) a decree or order adjudging the Company or St. Paul
         Capital a bankrupt or insolvent, or approving as properly filed a
         petition seeking reorganization, arrangement, adjustment or composition
         of or in respect of the Company or St. Paul Capital under any
         applicable Federal or State law, or appointing a custodian, receiver,
         liquidator, assignee, trustee, sequestrator or other similar official
         of the Company or St. Paul Capital or of any substantial part of the
         property of either, or ordering the winding up or liquidation of its
         affairs, and the continuance of any such decree or order for relief or
         any such other decree or order unstayed and in effect for a period of
         90 consecutive days; or

                  (5) the commencement by the Company or St. Paul Capital of a
         voluntary case or proceeding under any applicable Federal or State
         bankruptcy, insolvency, reorganization or other similar law or of any
         other case or proceeding to be adjudicated a bankrupt or insolvent, or
         the consent by either the Company or St. Paul Capital to the entry of a
         decree or order for relief in respect of itself in an involuntary case
         or proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or

                                    -40-

<Page>

         other similar law or to the commencement of any bankruptcy or
         insolvency case or proceeding against either the Company or St.
         Paul Capital, or the filing by either of them of a petition or
         answer or consent seeking reorganization or relief under any
         applicable Federal or State law, or the consent by either the
         Company or St. Paul Capital to the filing of such petition or to
         the appointment of or taking possession by a custodian, receiver,
         liquidator, assignee, trustee, sequestrator or other similar
         official of the Company or St. Paul Capital or of any substantial
         part of the property of either of them, or the making by either of
         them of an assignment for the benefit of creditors, or the
         admission by either of them in writing of its inability to pay its
         debts generally as they become due, or the taking of corporate
         action by the Company or St. Paul Capital in furtherance of any
         such action.

SECTION 5.02.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

         If an Event of Default with respect to Securities at the time
Outstanding occurs and is continuing, then and in every such case the Trustee
or the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities shall have the right to declare the principal of and
the interest on all the Securities (including any Additional Interest) and
any other amounts payable hereunder to be due and payable and to enforce the
Holders' other rights as creditors with respect to the Securities then
Outstanding, PROVIDED, HOWEVER, that if upon an Event of Default, the Trustee
or the Holders of at least 25% in aggregate principal amount of the
outstanding Securities fail to declare the payment of all amounts on the
Securities to be immediately due and payable, the holders of at least 25% in
aggregate stated liquidation amount of Preferred Securities then outstanding
shall have such right, by a notice in writing to the Company (and to the
Trustee if given by Holders or the holders of Preferred


                                     -41-

<Page>


Securities) and to enforce any and all other rights of Holders of Securities
as creditors with respect to the Securities. Upon any such declaration such
principal and all accrued interest shall become immediately due and payable.

         At any time after such a declaration of acceleration has been made
and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter provided in this Article, the Holders
of a majority in principal amount of the Outstanding Securities, by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if

         (1)  the Company has paid or deposited with the Trustee a sum
    sufficient to pay

                   (A)  all overdue interest (including any Additional
          Interest) on all Securities,

                   (B)  the principal of any Securities which have become due
          otherwise than by such declaration of acceleration and interest
          thereon at the rate borne by the Securities,

                   (C)  to the extent that payment of such interest is lawful,
          interest upon overdue interest at the rate borne by the Securities,
          and

                   (D)  all sums paid or advanced by the Trustee hereunder
          and the reasonable compensation, expenses, disbursements and advances
          of the Trustee, its agents and counsel;

     and

         (2)  all Events of Default, other than the non-payment of the
     principal of Securities which have become due solely by such declaration
     of acceleration, have been cured or waived as provided in Section 5.13.


                                     -42-

<Page>


         No such rescission shall affect any subsequent default or impair any
right consequent thereon. In case the Trustee shall have proceeded to enforce
any right under this Indenture and such proceedings shall have been
discontinued or abandoned because of such rescission or annulment or for any
other reason or shall have been determined adversely to the Trustee, then and
in every such case the Company, the Trustee and the holders of the Securities
and the holders of the Preferred Securities shall be restored respective to
their several positions and rights hereunder, and all rights, remedies and
powers of the Company, the Trustee and the holders of the Securities and the
holders of the Preferred Securities shall continue as though no such
proceeding had been taken.

SECTION 5.03.       COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
                    BY TRUSTEE.

         The Company covenants that if

         (1)  default is made in the payment of any interest (including any
    Additional Interest) on any Security when such interest becomes due and
    payable and such default continues for a period of 30 days, or

         (2)  default is made in the payment of the principal of any Security
    at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of
the Holders of such Securities, the whole amount then due and payable on such
Securities for principal and interest (including any Additional Interest),
and, to the extent that payment thereof shall be legally enforceable,
interest on any overdue principal and on any overdue interest (including any
Additional Interest), at the rate borne by the Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

         If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce


                                     -43-

<Page>


its rights and the rights of the Holders by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce
any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy.

SECTION 5.04.       TRUSTEE MAY FILE PROOFS OF CLAIM.

         In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding
or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee allowed
in any such proceeding. In particular, the Trustee shall be authorized to
collect and receive any moneys or other property payable or deliverable on
any such claims and to distribute the same; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee
any amount due it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 6.07.

         No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting
the Securities or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 5.05.       TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

         All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any


                                     -44-

<Page>

such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

SECTION 5.06.       APPLICATION OF MONEY COLLECTED.

         Subject to Article XI, any money collected by the Trustee pursuant
to this Article shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on
account of principal or interest (including any Additional Interest), upon
presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

         FIRST:  To the payment of all amounts due the Trustee under
     Section 6.07; and

         SECOND: To the payment of the amounts then due and unpaid for
     principal of and interest (including any Additional Interest) on the
     Securities in respect of which or for the benefit of which such money
     has been collected, ratably, without preference or priority of any kind,
     according to the amounts due and payable on such Securities for
     principal and interest (including any Additional Interest), respectively.

SECTION 5.07.       LIMITATION ON SUITS.

         No Holder of any Security shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder,
unless

         (1)  such Holder has previously given written notice to the
     Trustee of a continuing Event of Default;


                                     -45-

<Page>


         (2)  the Holders of not less than 25% in aggregate principal
     amount of the Outstanding Securities shall have made written request to
     the Trustee to institute proceedings in respect of such Event of Default
     in its own name as Trustee hereunder;

         (3)  such Holder or Holders have offered to the Trustee
     reasonable indemnity against the costs, expenses and liabilities to be
     incurred in compliance with such request;

         (4)  the Trustee for 90 days after its receipt of such notice,
     request and offer of indemnity has failed to institute any such
     proceeding; and

         (5) no direction inconsistent with such written request has been given
     to the Trustee during such 90-day period by the Holders of a majority in
     aggregate principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders, or to obtain or to seek to obtain priority or preference over any
other Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all the
Holders.

SECTION 5.08.       UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL
                    AND INTEREST.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and (subject to Section 3.07) interest
(including any Additional Interest) on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of a prepayment or
redemption, on the designated prepayment or redemption date), and such rights
shall not be impaired without the consent of such Holder.


                                     -46-

<Page>


SECTION 5.09.       RESTORATION OF RIGHTS AND REMEDIES.

         If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders
shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the
Holders shall continue as though no such proceeding had been instituted.

SECTION 5.10.       RIGHTS AND REMEDIES CUMULATIVE.

         Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 3.06, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.

SECTION 5.11.       DELAY OR OMISSION NOT WAIVER.

         No delay or omission of the Trustee or of any Holder of any Security
to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time
to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.


                                     -47-


<Page>

SECTION 5.12.       CONTROL BY HOLDERS.

         The Holders of a majority in principal amount of the Outstanding
Securities shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee, PROVIDED that

         (1)  such direction shall not be in conflict with any rule of law
    or with this Indenture; and

         (2)  the Trustee may take any other action deemed proper by the
    Trustee which is not inconsistent with such direction.

SECTION 5.13.       WAIVER OF PAST DEFAULTS.

         Subject to the terms of Section 5.02, the Holders of not less than a
majority in principal amount of the Outstanding Securities may on behalf of
the Holders of all the Securities waive any past default hereunder and its
consequences, except a default

         (1)  in the payment of the principal of or interest (including
    any Additional Interest) on any Security; or

         (2) in respect of a covenant or provision hereof which under
    Article IX cannot be modified or amended without the consent of the
    Holder of each Outstanding Security affected.

         Upon any such waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

SECTION 5.14.       UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, a


                                    -48-

<Page>

court may require any party litigant in such suit to file an undertaking to
pay the costs of such suit, and may assess costs against any such party
litigant, in the manner and to the extent provided in the Trust Indenture
Act; PROVIDED, that neither this Section nor the Trust Indenture Act shall be
deemed to authorize any court to require such an undertaking or to make such
an assessment in any suit instituted by the Company or in any suit for the
enforcement of the right to receive the principal of and interest (including
any Additional Interest) on any Security.

SECTION 5.15.       WAIVER OF STAY OR EXTENSION LAWS.

         The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension
law wherever enacted, now or at any time hereafter in force, which may affect
the covenants or the performance of this Indenture; and the Company (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.

                                 ARTICLE VI

                                The Trustee

SECTION 6.01.       CERTAIN DUTIES AND RESPONSIBILITIES.

         The duties and responsibilities of the Trustee shall be as provided
by the Trust Indenture Act. Notwithstanding the foregoing, no provision of
this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured
to it. Whether or not


                                     -49-

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therein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section.

SECTION 6.02.     NOTICE OF DEFAULTS.

                  Within 90 days after the occurrence of any default
hereunder, the Trustee shall give the Holders notice of any default hereunder
of which a Responsible Officer has actual knowledge as and to the extent
provided by the Trust Indenture Act; PROVIDED, HOWEVER, that in the case of
any default of the character specified in Section 5.01(4), no such notice to
Holders shall be given until at least 30 days after the occurrence thereof.
For the purpose of this Section, the term "default" means any event which is,
or after notice or lapse of time or both would become, an Event of Default.

SECTION 6.03.     CERTAIN RIGHTS OF TRUSTEE.

                  Subject to the provisions of Section 6.01:

                  (a) the Trustee may conclusively act and rely as to the truth
         of the statements and the correctness of the opinions expressed in, and
         shall be protected in acting or refraining from acting upon any
         resolution, Officers' Certificate, certificate of auditors or any other
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document believed by it to be genuine
         and to have been signed or presented by the proper party or parties;

                  (b) any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or Company Order
         and any resolution of the Board of Directors may be sufficiently
         evidenced by a Board Resolution;

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<Page>


                  (c) whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may,
         in the absence of bad faith on its part, rely upon an Officers'
         Certificate;

                  (d) the Trustee may consult with counsel and the written
         advice of such counsel or any Opinion of Counsel shall be full and
         complete authorization and protection in respect of any action taken,
         suffered or omitted by it hereunder in good faith and in reliance
         thereon;

                  (e) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture at the request
         or direction of any of the Holders pursuant to this Indenture, unless
         such Holders shall have offered to the Trustee reasonable security or
         indemnity against the costs, expenses and liabilities which might be
         incurred by it in compliance with such request or direction;

                  (f) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but the Trustee, in its discretion, may,
         but shall be under no obligation to, make such further inquiry or
         investigation into such facts or matters as it may see fit, and, if
         the Trustee shall determine to make such further inquiry or
         investigation, it shall be entitled to examine the books, records and
         premises of the Company, personally or by agent or attorney;

                                    -51-


<Page>


                  (g) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents, attorneys, custodians or nominees and the Trustee shall
         not be responsible for the supervision of, or any misconduct or
         negligence on the part of any agent, attorney, custodian or nominee
         appointed with due care by it hereunder;

                  (h) the Trustee shall not be liable for any action taken,
         suffered, or omitted to be taken by it in good faith and reasonably
         believed by it to be authorized or within the discretion or rights or
         powers conferred upon it by this Indenture; and

                  (i) in the event that the Trustee is also acting as
         Authenticating Agent, Paying Agent or Security Registrar hereunder,
         the rights and protections afforded to the Trustee pursuant to this
         Article VI shall also be afforded to such Authenticating Agent, Paying
         Agent and Security Registrar.

SECTION 6.04.     NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

                  The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

SECTION 6.05.     MAY HOLD SECURITIES.

                  The Trustee, any Authenticating Agent, any Paying Agent,
any Security Registrar, any Conversion Agent or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and

                                    -52-


<Page>


Preferred Securities and, subject to Sections 608 and 613, may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Paying Agent, Security Registrar, Conversion Agent or such other agent. The
Trustee shall not be responsible for the statements relating to the
Securities or the Indenture in any registration statement, filing or document
filed with the Commission relating to the Securities.

SECTION 6.06.     MONEY HELD IN TRUST.

                  Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it
hereunder except as otherwise agreed with the Company.

SECTION 6.07.     COMPENSATION AND REIMBURSEMENT.

                  The Company agrees

                  (1) to pay to the Trustee from time to time reasonable
         compensation for all services rendered by it hereunder (which
         compensation shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

                  (2) except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence or bad faith; and

                  (3) to indemnify the Trustee for, and to hold it harmless
         against, any loss, liability or expense incurred without negligence or
         bad faith on its part, arising out of or in connection with the
         acceptance or administration of this trust, including the costs and
         expenses of defending itself against any claim or liability in
         connection with the exercise or performance of any of its powers or
         duties hereunder.

                                    -53-


<Page>


                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 501(6) or Section
501(7), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable bankruptcy, insolvency or
other similar law.

                  To secure the Company's payment obligations in this Section
6.07, the Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee, in its capacity as Trustee, except
money or property held in trust to pay principal of or interest on the
Securities.

                  The obligations of the Company set forth in this Section
6.07 shall survive the termination of this Indenture and the repayment of the
securities whether at the Stated Maturity or otherwise.

SECTION 6.08.     DISQUALIFICATION; CONFLICTING INTERESTS.

                  If the Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall within 90
days after ascertaining that it has such conflicting interest either
eliminate such interest or resign, to the extent and in the manner provided
by, and subject to the provisions of, the Trust Indenture Act and this
Indenture.

SECTION 6.09.     CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

                  There shall at all times be a Trustee hereunder which shall
be a Person which is eligible pursuant to the Trust Indenture Act to act as
such and has a combined capital and surplus of at least $50,000,000. If such
Person publishes reports of condition at least annually, pursuant to law or
to the requirements of said supervising or examining authority, then for the
purposes of this Section and to the extent permitted by the Trust Indenture
Act, the combined capital and surplus of such Person shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article VI.

                                    -54-


<Page>


SECTION 6.10.     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR .

                  (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee under
Section 6.11.

                  (b) The Trustee may resign at any time by giving written
notice thereof to the Company. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may at the
expense of the Company petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                  (c) The Trustee may be removed at any time by Act of the
Holders of a majority in principal amount of the Outstanding Securities,
delivered to the Trustee and to the Company.

                  (d) If at any time:

                  (1) the Trustee shall fail to comply with Section 6.08 after
         written request therefor by the Company or by any Holder who has been a
         BONA FIDE Holder of a Security for at least six months, or

                  (2) the Trustee shall cease to be eligible under Section 6.09
         and shall fail to resign after written request therefor by the Company
         or by any such Holder, or

                  (3) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 5.14, any

                                    -55-


<Page>


Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor Trustee
appointed by the Company. If no successor Trustee shall have been so
appointed by the Company or the Holders and accepted appointment in the
manner hereinafter provided, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                  (f) The Company shall give notice of each resignation and
each removal of the Trustee and each appointment of a successor Trustee to
all Holders in the manner provided in Section 1.06. Each notice shall include
the name of the successor Trustee and the address of its Corporate Trust
Office.

                  (g) The resignation or removal of a Trustee pursuant to
this Section 6.10 shall not affect the obligation of the Company to indemnify
the Trustee pursuant to Section 6.07 in connection with the exercise or
performance by the Trustee prior to its resignation or removal of any of its
powers or duties hereunder.

                  (h) The Trustee under this Indenture shall not be liable
for any action or omission of any successor Trustee.

                                    -56-


<Page>


SECTION 6.11.     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                  Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee;
PROVIDED that, on request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder. Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts.

                  No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

SECTION 6.12.     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or
any further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities.

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SECTION 6.13.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY .

                  If and when the Trustee shall be or become a creditor of
the Company (or any other obligor upon the Securities), the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the collection
of claims against the Company (or any such other obligor).

                                     ARTICLE 1

                 Holders' Lists and Reports by Trustee and Company

SECTION 7.01.     COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

                  The Company will furnish or cause to be furnished to the
Trustee

                  (a) semiannually, not later than [May 25] and [October 25]
         in each year, a list, in such form as the Trustee may reasonably
         require, of the names and addresses of the Holders as of a date not
         more than 15 days prior to the delivery thereof, and

                  (b) at such other times as the Trustee may request in
         writing, within 30 days after the receipt by the Company of any such
         request, a list of similar form and content as of a date not more than
         15 days prior to the time such list is furnished;

EXCLUDING from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 7.02.     PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

                  (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of

                                    -58-


<Page>


Holders contained in the most recent list furnished to the Trustee as
provided in Section 7.01 and the names and addresses of Holders received by
the Trustee in its capacity as Security Registrar. The Trustee may destroy
any list furnished to it as provided in Section 7.01 upon receipt of a new
list so furnished.

                  (b) The rights of Holders to communicate with other Holders
with respect to their rights under this Indenture or under the Securities,
and the corresponding rights and duties of the Trustee, shall be as provided
by the Trust Indenture Act.

                  (c) Every Holder of Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company
nor the Trustee nor any agent of either of them shall be held accountable by
reason of any disclosure of information as to names and addresses of Holders
made pursuant to the Trust Indenture Act.

SECTION 7.03.     REPORTS BY TRUSTEE.

                  (a) The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto.

                  (b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange
upon which the Securities are listed, with the Commission and with the
Company. The Company will notify the Trustee when the Securities are listed
on any stock exchange.

SECTION 7.04.     REPORTS BY COMPANY.

                  The Company shall file with the Trustee and the Commission,
and transmit to Holders, such information, documents and other reports, and
such summaries thereof, as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant to such Act; PROVIDED
that any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the

                                    -59-


<Page>

Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days
after the same is so required to be filed with the Commission.



                                   ARTICLE VIII

                Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 8.01. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS .

         The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

          (1) in case the Company shall consolidate with or merge into another
     Person or convey, transfer or lease its properties and assets substantially
     as an entirety to any Person, the Person formed by such consolidation or
     into which the Company is merged or the Person which acquires by conveyance
     or transfer, or which leases, the properties and assets of the Company
     substantially as an entirety shall be a corporation, partnership or trust,
     shall be organized and validly existing under the laws of the United States
     of America, any State thereof or the District of Columbia and shall
     expressly assume, by an indenture supplemental hereto, executed and
     delivered to the Trustee, in form satisfactory to the Trustee, the due and
     punctual payment of the principal of and interest (including any Additional
     Interest) on all the Securities and the performance or observance of every
     covenant of this Indenture on the part of the Company to be performed or
     observed;


                                      -60-
<Page>

          (2) immediately after giving effect to such transaction and treating
     any indebtedness which becomes an obligation of the Company or a Subsidiary
     as a result of such transaction as having been incurred by the Company or
     such Subsidiary at the time of such transaction, no Event of Default, and
     no event which, after notice or lapse of time or both, would become an
     Event of Default, shall have happened and be continuing;

          (3)such consolidation or merger or conveyance, transfer or lease of
     properties or assets of the Company is permitted under, and does not give
     rise to any breach or violation of, the Declaration or the Parent
     Guarantee; and

          (4) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that such consolidation, merger,
     conveyance, transfer or lease and, if a supplemental indenture is required
     in connection with such transaction, such supplemental indenture comply
     with this Article and that all conditions precedent herein provided for
     relating to such transaction have been complied with.

SECTION 8.02. SUCCESSOR SUBSTITUTED.

         Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 8.01, the successor Person formed by such consolidation or into which
the Company is merged or to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except
in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.

                                      -61-
<Page>

                                   ARTICLE IX

                             Supplemental Indentures

SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

         Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Company and the Trustee, for any of the following purposes:

          (1) to evidence the succession of another Person to the Company and
     the assumption by any such successor of the covenants of the Company herein
     and in the Securities; or

          (2) to add to the covenants of the Company for the benefit of the
     Holders, or to surrender any right or power herein conferred upon the
     Company; or

          (3) to secure the Securities; or

          (4) to cure any ambiguity, to correct or supplement any provision
     herein which may be inconsistent with any other provision herein, or to
     make any other provisions with respect to matters or questions arising
     under this Indenture which shall not be inconsistent with the provisions of
     this Indenture, PROVIDED that such action pursuant to this clause (4) shall
     not adversely affect the interests of the Holders or, so long as any of the
     Preferred Securities shall remain outstanding, the holders of the Preferred
     Securities.

          (5) to evidence and provide for the acceptance of appointment herewith
     by a



                                      -62-
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     successor trustee with respect to the Securities; or

          (6) to qualify or maintain qualification of this Indenture under the
     Trust Indenture Act.

         The Trustee is hereby authorized to join with the Company in the
execution of any supplemental insurance to effect such amendment, to make any
further appropriate agreements and stipulations which may therein be contained
and to accept the conveyance, transfer and assignment of any property
thereunder.

SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture;
PROVIDED, HOWEVER, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby,

          (1) change the Stated Maturity of the principal of, or any installment
     of interest (including any Additional Interest) on, any Security, or reduce
     the principal amount thereof or the rate of interest thereon, or change the
     place of payment where, or the coin or currency in which, any Security or
     interest thereon is payable, or impair the right to institute suit for the
     enforcement of any such payment on or after the Stated Maturity thereof
     (or, in the case of prepayment or redemption, on or after the applicable
     designated prepayment or redemption date), or modify the provisions of this
     Indenture with respect to the subordination of the Securities in a manner
     adverse to the Holders,



                                      -63-
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          (2) reduce the percentage of aggregate principal amount of the
     Outstanding Securities, the consent of whose Holders is required for any
     such supplemental indenture, or the consent of whose Holders is required
     for any waiver (of compliance with certain provisions of this Indenture or
     certain defaults hereunder and their consequences) provided for in this
     Indenture, or

          (3) modify any of the provisions of this Section or Section 5.13,
     except to increase any such percentage or to provide that certain other
     provisions of this Indenture cannot be modified or waived without the
     consent of the Holder of each Outstanding Security affected thereby;

PROVIDED, that, so long as any of the Preferred Securities remains outstanding,
no such amendment shall be made that adversely affects the holders of the
Preferred Securities, and no termination of this Agreement shall occur, and no
waiver of any Event of Default or compliance with any covenant under this
Agreement shall be effective, without the prior consent of the holders of at
least a majority of the aggregate Liquidation Preference of the Preferred
Securities then outstanding unless and until the Subordinated Debentures and all
accrued and unpaid interest (including any Additional Interest) thereon have
been paid in full.

         It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.


SECTION 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.01) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the



                                      -64-
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Trustee's own rights, duties or immunities under this Indenture or otherwise.


SECTION 9.04. EFFECT OF SUPPLEMENTAL INDENTURES.

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.


SECTION 9.05. CONFORMITY WITH TRUST INDENTURE ACT .

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

SECTION 9.06. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

         Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.


                                      -65-
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                                    ARTICLE X

                    Covenants; Representations and Warranties


SECTION 10.01. PAYMENT OF PRINCIPAL AND INTEREST.

         The Company will duly and punctually pay the principal of and interest
on the Securities in accordance with the terms of the Securities and this
Indenture.


SECTION 10.02. MAINTENANCE OF OFFICE OR AGENCY.

         The Company will maintain in The City of New York an office or agency
where Securities may be presented or surrendered for payment, where Securities
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

         The Company may also from time to time designate one or more other
offices or agencies (in or outside The City of New York) where the Securities
may be presented or surrendered for any or all such purposes and may from time
to time rescind such designations; PROVIDED, HOWEVER, that no such designation
or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in The City of New York for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.


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SECTION 10.03. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

         If the Company shall at any time act as its own Paying Agent, it will,
on or before each due date of the principal of or interest on any of the
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal or interest so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

         Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of the principal of or interest on any Securities,
deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided by the Trust Indenture Act, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

         The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will (i) comply with the provisions of the Trust Indenture Act
applicable to it as a Paying Agent and (ii) during the continuance of any
default by the Company (or any other obligor upon the Securities) in the making
of any payment in respect of the Securities, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent as such.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of



                                      -67-
<Page>

the principal of or interest on any Security and remaining unclaimed for two
years after such principal or interest has become due and payable shall be paid
to the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease.


SECTION 10.04. STATEMENT BY OFFICERS AS TO DEFAULT.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.


SECTION 10.05. EXISTENCE.

         Subject to Article VIII, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; PROVIDED, HOWEVER, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.


                                      -68-
<Page>

SECTION 10.06. ADDITIONAL COVENANTS.

         The Company agrees that neither it nor any of its Subsidiaries will
declare or pay any dividend on, or redeem, purchase, acquire for value or make a
liquidation payment with respect to, any of its Common Stock or preferred stock
(other than as a result of a reclassification of such Common Stock or preferred
stock or the exchange or conversion of one class or series of Common Stock or
preferred stock for another class or series of Common Stock or preferred stock),
or make any guarantee payments with respect to the foregoing (other than
payments under the Parent Guarantee or dividends or guarantee payments to the
Company from a Subsidiary) if at such time (a) there shall have occurred any
event that, with the giving of notice or the lapse of time or both, would
constitute an Event of Default hereunder or under the Securities, (b) the


                                      -69-
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Company shall be in default with respect to its payment or other obligations
under the Parent Guarantee or (c) the Company shall have given notice of its
selection of an extended interest payment period as provided herein and such
period, or any extension thereof, shall be continuing. The Company also
covenants for the benefit of the Holders that, so long as any of the Preferred
Securities remains outstanding, it shall (i) not cause or permit any Common
Securities of St. Paul Capital to be transferred, (ii) maintain direct or
indirect ownership of all outstanding securities of St. Paul Capital other than
(x) the Preferred Securities and (y) any other securities issued by St. Paul
Capital (other than the Common Securities) so long as the issuance thereof to
persons other than the Company or any of its Subsidiaries would not cause St.
Paul Capital to become an "investment company" required to be registered under
the Investment Company Act of 1940, as amended, (iii) use reasonable efforts to
cause St. Paul Capital to remain a business trust and otherwise continue to be
treated as a grantor trust for U.S. federal income tax purposes and (iv) use its
reasonable efforts to cause each holder of the Preferred Securities to be
treated as owning an undivided beneficial interest in the Securities.


SECTION 10.07.      REPRESENTATIONS AND WARRANTIES.

         The Company represents and warrants that:

                   (a)   It is a corporation, validly existing and in good
         standing under the laws of the State of Minnesota, with all power and
         authority (corporate and other) to own its properties and conduct its
         business as now being conducted.

                   (b)   It has full power and authority to enter into this
         Indenture and to incur and perform the obligations provided for
         herein, all of which have been duly authorized by all proper and
         necessary corporate action.

                   (c)   The execution and delivery of this Indenture and the
         performance by the Company of all its obligations hereunder will not
         conflict with or result in a breach or violation of any of the terms
         or provisions of, or constitute a default under, any indenture,
         mortgage, deed of trust, loan agreement, fiscal agency agreement or
         other


                                      -70-

<Page>

         agreement or instrument to which the Company is a party or by which
         the Company is bound or subject, nor will this Indenture result in a
         violation of the provisions of the Company's Certificate of
         Incorporation or By-laws.

                   (d)   This Indenture and the Securities have been duly
         authorized, executed and delivered by the Company and constitute the
         valid and legally binding obligation of the Company enforceable in
         accordance with their respective terms, subject, as to enforcement, to
         bankruptcy, insolvency, fraudulent transfer, reorganization,
         moratorium and similar laws of general applicability relating to or
         affecting creditors' rights and to general equity principles.

                                    ARTICLE XI

                            Subordination of Securities


SECTION 11.01.     SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS.

         The Company covenants and agrees, and each Holder of a Security, by
his acceptance thereof, likewise covenants and agrees, that, to the extent
and in the manner herein-after set forth in this Article (subject to Article
IV), the payment of the principal of and interest (including any Additional
Interest) on each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full in
cash of all Senior Indebtedness.

         This Article XI shall constitute a continuing offer to all persons
who become holders of, or continue to hold, Senior Indebtedness, and such
provisions are made for the benefit of the holders of Senior Indebtedness and
such holders are made obligees hereunder and any one or more of them may
enforce such provisions. Holders of Senior Indebtedness need not prove
reliance on the subordination provisions hereof.

                                      -71-

<Page>

SECTION 11.02.      PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

         Upon any payment or distribution of assets of the Company to
creditors upon (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding
in connection therewith, relative to the Company or to its assets, or (b) any
liquidation, dissolution or other winding up of the Company, whether
voluntary or involuntary and whether or not involving insolvency or
bankruptcy, or (c) any assignment for the benefit of creditors or any other
marshalling of assets or liabilities of the Company, then and in any such
event specified in (a), (b) or (c) above (each such event, if any, herein
sometimes referred to as a "PROCEEDING");

                   (1)  the holders of Senior Indebtedness shall be entitled to
         receive payment in full in cash of all amounts due on or to become due
         on or in respect of all Senior Indebtedness, before the Holders of the
         Securities are entitled to receive any payment or distribution of any
         kind or character whether in cash, property or securities (including
         any payment or distribution which may be payable or deliverable to
         Holders of the Securities made in respect of any other Indebtedness of
         the Company subordinated to the payment of the Securities, such
         payment or distribution being hereinafter referred to as a "JUNIOR
         SUBORDINATED PAYMENT"), on account of the principal of or interest on
         the Securities or on account of any purchase, redemption or other
         acquisition of Securities by the Company, any Subsidiary of the
         Company, the Trustee or any Paying Agent (all such payments,
         distributions, purchases, redemptions and acquisitions, whether or not
         in connection with a Proceeding, herein referred to, individually and
         collectively, as a "SECURITIES PAYMENT"); and

                   (2)  any payment or distribution of assets of the Company
         of any kind or character, whether in cash, property or securities, by
         set-off or otherwise, to which the Holders of the Securities or the
         Trustee would be entitled but for the provisions of this Article
         (including, without limitation, any Junior Subordinated Payment) shall
         be paid by the liquidating trustee or agent or other Person making
         such payment or distribution,


                                      -72-

<Page>

         whether a trustee in bankruptcy, a receiver or liquidating trustee or
         otherwise, directly to the holders of Senior Indebtedness or their
         representative or representatives or to the trustee or trustees under
         any indenture under which any instruments evidencing any of such
         Senior Indebtedness may have been issued, ratably according to the
         aggregate amounts remaining unpaid on account of the Senior
         Indebtedness held or represented by each, to the extent necessary to
         make payment in full in cash of all Senior Indebtedness remaining
         unpaid, after giving effect to any concurrent payment to the holders
         of such Senior Indebtedness.

         In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received in
connection with any Proceeding any Securities Payment before all Senior
Indebtedness is paid in full or payment thereof provided for in cash, then
and in such event such Securities Payment shall be paid over or delivered
forthwith to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of
assets of the Company for application to the payment of all Senior
Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full in cash after giving effect to any concurrent payment to
or for the holders of Senior Indebtedness.

         For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or
securities" shall not be deemed to include a payment or distribution of stock
or securities of the Company provided for by a plan of reorganization or
readjustment authorized by an order or decree of a court of competent
jurisdiction in a reorganization proceeding under any applicable bankruptcy
law or of any other corporation provided for by such plan of reorganization
or readjustment which stock or securities are subordinated in right of
payment to all then outstanding Senior Indebtedness to substantially the same
extent, or to a greater extent than, the Securities are so subordinated as
provided in this Article. The consolidation of the Company with, or the
merger of the Company into, another Person or the liquidation or dissolution
of the Company following the conveyance or transfer of all or substantially
all of its properties and assets as an entirety to another Person upon the
terms and conditions set forth in Article VIII

                                      -73-

<Page>

shall not be deemed a Proceeding for the purposes of this Section if the
Person formed by such consolidation or into which the Company is merged or
the Person which acquires by conveyance or transfer such properties and
assets as an entirety, as the case may be, shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions set
forth in Article VIII.

SECTION 11.03.      NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.

         In the event that any Senior Payment Default (as defined below)
shall have occurred, then no Securities Payment shall be made, nor shall any
property of the Company or any Subsidiary of the Company be applied to the
purchase, acquisition, retirement or redemption of the Securities, unless and
until such Senior Payment Default shall have been cured or waived in writing
or shall have ceased to exist or all amounts then due and payable in respect
of such Senior Indebtedness (including amounts that have become and remain
due by acceleration) shall have been paid in full in cash. "SENIOR PAYMENT
DEFAULT" means any default in the payment of principal of (or premium, if
any) or interest on any Senior Indebtedness when due, whether at the stated
maturity of any such payment or by declaration of acceleration, call for
redemption, mandatory payment or prepayment or otherwise.

         In the event that any Senior Nonmonetary Default (as defined below)
shall have occurred and be continuing, then, upon the receipt by the Company
and the Trustee of written notice of such Senior Nonmonetary Default from the
holder of such Senior Indebtedness (or the agent, trustee or representative
thereof), no Securities Payment shall be made, nor shall any property of the
Company or any Subsidiary of the Company be applied to the purchase,
acquisition, requirement or redemption of the Securities, during the period
(the "PAYMENT BLOCKAGE PERIOD") commencing on the date of such receipt of
such written notice and ending (subject to any blockage of payments that may
then or thereafter be in effect as the result of any Senior Payment Default)
on the earlier of (i) the date on which the Senior Indebtedness to which such
Senior Nonmonetary Default relates is discharged or such Senior Nonmonetary
Default shall have been cured or waived in writing or shall have ceased to
exist and any acceleration of Senior

                                      -74-

<Page>


Indebtedness to which such Senior Nonmonetary Default relates shall have been
rescinded or annulled or (ii) the 179th day after the date of such receipt of
such written notice. No more than one Payment Blockage Period may be
commenced with respect to the Securities during any period of 360 consecutive
days and there shall be a period of at least 181 consecutive days in each
period of 360 consecutive days when no Payment Blockage Period is in effect.
Following the commencement of any Payment Blockage Period, the holders of any
Senior Indebtedness will be precluded from commencing a subsequent Payment
Blockage Period until the conditions set forth in the preceding sentence are
satisfied. For all purposes of this paragraph, no Senior Nonmonetary Default
that existed or was continuing on the date of commencement of any Payment
Blockage Period with respect to the Senior Indebtedness initiating such
Payment Blockage Period shall be, or be made, the basis for the commencement
of a subsequent Payment Blockage Period by holders of Senior Indebtedness or
their representatives unless such Senior Nonmonetary Default shall have been
cured for a period of not less than 90 consecutive days. "SENIOR NONMONETARY
DEFAULT" means the occurrence or existence and continuance of any default
(other than a Senior Payment Default) or any event which, after notice or
lapse of time (or both), would become an event of default (other than a
Senior Payment Default), under the terms of any instrument or agreement
pursuant to which any Senior Indebtedness is outstanding, permitting (after
notice or lapse of time or both) one or more holders of such Senior
Indebtedness (or a trustee or agent on behalf of the holders thereof) to
declare such Senior Indebtedness due and payable prior to the date on which
it would otherwise become due and payable.

         In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Security prohibited by
the foregoing provisions of this Section, and if such fact shall, at or prior
to the time of such payment, have been made known to the Trustee or, as the
case may be, such Holder, then and in such event such payment shall be paid
over and delivered forthwith to the Company.

         The provisions of this Section shall not apply to any Securities
Payment with respect to which Section 11.02 hereof would be applicable.

                                      -75-

<Page>


SECTION 11.04.      PAYMENT PERMITTED IF NO DEFAULT.

         Nothing contained in this Article or elsewhere in this Indenture or
in any of the Securities shall prevent the Company, at any time except during
the pendency of any Proceeding referred to in Section 11.02 hereof or under
the conditions described in Section 11.03 hereof, from making Securities
Payments.

SECTION 11.05.      SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.

         Subject to the payment in full in cash of all Senior Indebtedness,
the Holders of the Securities shall be subrogated (equally and ratably with
the holders of all indebtedness of the Company which by its express terms is
subordinated to indebtedness of the Company to substantially the same extent
as the Securities are subordinated and is entitled to like rights of
subrogation) to the rights of the holders of such Senior Indebtedness to
receive payments and distributions of cash, property and securities
applicable to the Senior Indebtedness until the principal of and interest on
the Securities shall be paid in full. For purposes of such subrogation, no
payments or distributions to the holders of the Senior Indebtedness of any
cash, property or securities to which the Holders of the Securities or the
Trustee would be entitled except for the provisions of this Article, and no
payments over pursuant to the provisions of this Article to the holders of
Senior Indebtedness by Holders of the Securities or the Trustee, shall, as
among the Company, its creditors other than holders of Senior Indebtedness
and the Holders of the Securities, be deemed to be a payment or distribution
by the Company to or on account of the Senior Indebtedness.

SECTION 11.06.      PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders on the one hand and
the holders of Senior Indebtedness on the other hand. Nothing contained in
this Article or elsewhere in this Indenture or in the Securities is intended
to or shall (a) impair, as among the Company, its creditors other than
holders of Senior Indebtedness and the Holders of the


                                      -76-

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Securities, the obligation of the Company, which is absolute and
unconditional (and which, subject to the rights under this Article of the
holders of Senior Indebtedness, is intended to rank equally with all other
general obligations of the Company), to pay to the Holders of the Securities
the principal of and interest (including any Additional Interest) on the
Securities as and when the same shall become due and payable in accordance
with their terms; or (b) affect the relative rights against the Company of
the Holders of the Securities and creditors of the Company other than the
holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of
any Security from exercising all remedies otherwise permitted by applicable
law upon default under this Indenture, subject to the rights, if any, under
this Article of the holders of Senior Indebtedness to receive cash, property
and securities otherwise payable or deliverable to the Trustee or such Holder.

ARTICLE 11.07.     TRUSTEE TO EFFECTUATE SUBORDINATION.

         Each Holder of a Security by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes,
including, in the event of any dissolution, winding-up, liquidation or
reorganization of the Company whether in bankruptcy, insolvency, receivership
proceedings, or otherwise, the timely filing of a claim for the unpaid
balance of the Indebtedness of the Company owing to such Holder in the form
required in such proceedings and the causing of such claim to be approved. If
the Trustee does not file a proper claim at least 30 days before the
expiration of the time to file such claim, then the holders of the Senior
Indebtedness and their agents, trustees or other representatives are
authorized to do so (but shall in no event be liable for any failure to do
so) for and on behalf of the Holders of the Securities.

SECTION 11.08.      NO WAIVER OF SUBORDINATION PROVISIONS.

         No right of any present or future holder of any Senior Indebtedness
to enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the
Company or by any act


                                      -77-

<Page>

or failure to act, in good faith, by any such holder, or by any noncompliance
by the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

         Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness may, at any time and from time
to time, without the consent of or notice to the Trustee or the Holders of
the Securities, without incurring responsibility to the Holders of the
Securities and without impairing or releasing the subordination provided in
this Article or the obligations hereunder of the Holders of the Securities to
the holders of Senior Indebtedness, do any one or more of the following:
(i) change the manner, place or terms of payment or extend the time of payment
of, or renew or alter, Senior Indebtedness, or otherwise amend or supplement
in any manner Senior Indebtedness or any instrument evidencing the same or
any agreement under which Senior Indebtedness is outstanding; (ii) permit the
Company to borrow, repay and then reborrow any or all of the Senior
Indebtedness; (iii) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing Senior Indebtedness; (iv)
release any Person liable in any manner for the collection of Senior
Indebtedness; (v) exercise or refrain from exercising any rights against the
Company and any other Person; and (vi) apply any sums received by them to
Senior Indebtedness.

SECTION 11.09      NOTICE TO TRUSTEE.

         The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment to
or by the Trustee in respect of the Securities. Notwithstanding the
provisions of this Article or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts
which would prohibit the making of any payment to or by the Trustee in
respect of the Securities, unless and until a Responsible Officer of the
Trustee shall have received written notice thereof from the Company, any
holder of Senior Indebtedness, any Designated Senior Holder or from any
trustee, fiduciary or agent therefor; and, prior to the receipt of any such
written notice, the Trustee, subject to the provisions of Section 601 hereof,
shall be entitled in all respects to assume that no such facts exist;
PROVIDED, HOWEVER, that if the Trustee shall


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not have received the notice provided for in this Section at least three
Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of or interest on any Security), then, anything herein
contained to the contrary notwithstanding, but without limiting the rights
and remedies of the holders of Senior Indebtedness or any trustee, fiduciary
or agent therefor, the Trustee shall have full power and authority to receive
such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be
received by it within two Business Days prior to such date. Any notice
required or permitted to be given to the Trustee by a holder of Senior
Indebtedness or by any agent, trustee or representative thereof shall be in
writing and shall be sufficient for every purpose hereunder if in writing and
either (i) sent via facsimile to the Trustee, the receipt of which shall be
confirmed via telephone, or (ii) mailed, first class postage prepaid, or sent
by overnight carrier, to the Trustee addressed to its Corporate Trust Office
or to any other address furnished in writing to such holder of Senior
Indebtedness by the Trustee.

         Subject to the provisions of Section 6.01 hereof, the Trustee shall
be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness or Designated
Senior Holder (or a trustee, fiduciary or agent therefor to establish that
such notice has been given by a holder of Senior Indebtedness or Designated
Senior Holder or a trustee, fiduciary or agent therefor). In the event that
the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of Senior Indebtedness or
Designated Senior Holder to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.


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       Notwithstanding anything else contained herein, no notice, request or
other communication to or with the Trustee shall be deemed given unless
received by a Responsible Officer at the Corporate Trust Office.

SECTION 11.10.    RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF
                  LIQUIDATING AGENT.

                  Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee, subject to the provisions of
Section 6.01 hereof, and the Holders of the Securities shall be entitled to
rely upon any order or decree entered by any court of competent jurisdiction
in which such Proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the
benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities, for
the purpose of ascertaining the Persons entitled to participate in such
payment or distribution, the holders of the Senior Indebtedness and other
Indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article, provided that the foregoing shall apply only if
such court has been apprised of the provisions of this Article.

SECTION 11.11.    TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.

                  The Trustee shall not be deemed to owe any fiduciary duty
to the holders of Senior Indebtedness and shall not be liable to any such
holders if it shall in good faith mistakenly pay over or distribute to
Holders of Securities or to the Company or to any other Person cash, property
or securities to which any holders of Senior Indebtedness shall be entitled
by virtue of this Article or otherwise.

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SECTION 11.12.    RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;
                  PRESERVATION OF TRUSTEE'S RIGHTS.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any Senior
Indebtedness which may at any time be held by it, to the same extent as any
other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.

                  Nothing in this Article shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.07 hereof.

SECTION 11.13.     ARTICLE APPLICABLE TO PAYING AGENTS.

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder, the
term "Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article in addition to or in place of the
Trustee; PROVIDED, HOWEVER, that Section 11.11 hereof shall not apply to the
Company or any Affiliate of the Company if it or such Affiliate acts as
Paying Agent.

                                  ARTICLE XII

                    Redemption of Securities and Other Matters

SECTION 12.01.    SPECIAL EVENT PREPAYMENT.

                  If, prior to the Initial Optional Redemption Date, a Special
Event has occurred and is continuing, then notwithstanding Section 12.02(a), the
Company shall have the right, at any time within 90 days following the
occurrence of such Special Event, upon (i) not less than 45 days' written notice
to the Trustee and (ii) not less than 30 days nor more

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than 60 days' written notice to the Holders, to prepay the Securities, in
whole (but not in part), at 100% of the principal amount of the Securities
outstanding plus accrued and unpaid interest thereon (including Additional
Interest, if any) to the applicable date of prepayment (the "SPECIAL EVENT
PREPAYMENT PRICE"). Following a Special Event, the Company shall take such
action as is necessary to promptly determine the Special Event Prepayment
Price. The Special Event Prepayment Price shall be paid prior to 12:00 noon,
New York City time, on the date of such prepayment or such earlier time as
the Company determines, provided that the Company shall deposit with the
Trustee an amount sufficient to pay the Special Event Prepayment Price by
10:00 a.m., New York City time, on the date such Special Event Prepayment
Price is to be paid.

SECTION 12.02.    OPTIONAL REDEMPTION.

                  (a) Subject to Section 12.02(b), the Company shall have the
right to prepay the Securities, in whole or in part, at any time on or after
the Initial Optional Redemption Date, upon (i) not more than 45 days' written
notice to the Debenture Trustee and (ii) not less than 30 days nor more than
60 days' written notice to the Holders, at 100% of the principal amount of
the Securities to be prepaid plus, in each case, accrued and unpaid interest
thereon (including Additional Interest, if any) to the applicable date of
prepayment (the "OPTIONAL REDEMPTION PRICE"); PROVIDED, HOWEVER, that the
Company may only redeem such securities in whole if at the time of such
redemption an Event of Default under Section 5.01(2) has occurred and is
continuing.

                  If the Securities are only partially redeemed pursuant to
this Section 12.02, the Securities to be redeemed shall be selected on a PRO
RATA basis not more than 60 days prior to the date fixed for prepayment from
the outstanding Securities not previously called for prepayment; provided,
however, that any such proration may be made on the basis of the aggregate
principal amount of Securities held by each Holder and may be made by making
such adjustments as the Company deems fair and appropriate in order that only
Securities in denominations of $25 or integral multiples thereof shall be
prepaid. The Optional Prepayment Price shall be paid prior to 12:00 noon New
York City time, on the date of such prepayment or at such earlier time as the
Company

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determines, provided that the Company shall deposit with the Trustee an
amount sufficient to pay the Optional Prepayment Price by 10:00 a.m., New
York City time, on the date such Optional Prepayment Price is to be paid.

                  (b) Notwithstanding the first sentence of Section 12.02(a),
upon the entry of an order for dissolution of the Trust by a court of
competent jurisdiction, the Securities thereafter will be subject to optional
prepayment in whole only, but not in part, on or after the Initial Optional
Prepayment Date, at the applicable Optional Prepayment Price and otherwise in
accordance with this Article XII.

SECTION 12.03.    NOTICE OF PREPAYMENT AND REDEMPTION; SELECTION OF SECURITIES .

                  Notices by the Company to the Holders under this Article
XII shall be mailed to the Holders of Securities to be prepaid or redeemed as
a whole or in part at their last addresses as the same appear on the Security
Register. Such mailing shall be by first class mail. The notice, if mailed in
the manner herein provided, shall be conclusively presumed to have been duly
given, whether or not the Holder receives such notice. In any case, failure
to give such notice by mail or any defect in the notice to the holder of any
Security designated for prepayment as a whole or in part shall not affect the
validity of the proceedings for the repayment of any other Security. Notices
of prepayment or redemption duly given by the Company under this Article XII
shall be irrevocable.

                  Each such notice of prepayment shall specify the CUSIP
number of the Securities to be prepaid, the date fixed for prepayment, the
Special Event Prepayment Price or Optional Redemption Price, as applicable
(or the method by which such Special Event Prepayment Price or Optional
Redemption Price is to be calculated), the place or places of payment where
payment will be made upon presentation and surrender of the Securities, that
interest accrued to the date fixed for prepayment will be paid as specified
in said notice, and that on and after said date interest thereon or on the
portions thereof to be prepaid will cease to accrue. If less than all the
Securities are to be prepaid, the notice of prepayment or redemption shall
specify the numbers of the Securities to be prepaid.

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                  In case any Security is to be prepaid or redeemed in part
only, the notice of prepayment or redemption shall state the portion of the
principal amount thereof to be prepaid and shall state that on and after the
date fixed for prepayment, upon surrender of such Security, a new Security or
Securities in principal amount equal to the portion thereof that has not been
prepaid will be issued.

                  By 10:00 a.m., New York City time, on the prepayment date
specified in the notice of prepayment given as provided in this Section, the
Company will deposit with the Trustee or with one or more paying agents an
amount of money sufficient to prepay on the prepayment or redemption date all
the Securities so called for prepayment or redemption at the Special Event
Prepayment Price or Optional Redemption Price, as the case may be.

SECTION 12.04.    PAYMENT OF SECURITIES CALLED FOR PREPAYMENT OR REDEMPTION.

                  If notice of prepayment or redemption has been given as
provided in Section 12.03, the Securities or portions of Securities with
respect to which such notice has been given shall become due and payable on
the date and at the place or places stated in such notice at the Special
Event Prepayment Price or Optional Redemption Price, as the case may be
(subject to the rights of holders of Securities at the close of business on a
regular record date in respect of an Interest Payment Date occurring on or
prior to the prepayment date) and on and after said date (unless the Company
shall default in the payment of such Securities at the Special Event
Prepayment Price or Optional Redemption Price, as the case may be) interest
(including Additional Interest, if any) on the Securities or portions of
Securities so called for prepayment shall cease to accrue. On presentations
and surrender of such Securities at a place of payment specified in said
notice, the said Securities or the specified portions thereof shall be paid
and prepaid by the Company at the applicable prepayment or redemption price
(subject to the rights of holders of Securities on the close of business on a
regular record date in respect of an Interest Payment Date occurring on or
prior to the prepayment date).

                  Upon presentation of any Security prepaid or redeemed in
part only, the Company shall execute and the Trustee shall

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authenticate and make available for delivery to the holder thereof, at the
expense of the Company, a new Security or Securities of authorized
denominations, in principal amount equal to the portion of the Security so
presented that has not been prepaid or redeemed.

                  If any Security called for prepayment or redemption shall
not be so paid upon surrender thereof for prepayment or redemption, the
principal of such Security shall, until paid, bear interest from the
applicable prepayment or redemption date.

SECTION 12.05.    DISTRIBUTION OF SECURITIES TO PREFERRED MEMBERS.

                  If the Securities are distributed to Preferred Members as
contemplated by Section 8.1(a)(v) of the Declaration, the Company will use
its best efforts to have the Securities listed on the same exchange on which
the Preferred Securities were listed immediately prior to such distribution,
or another exchange, an automatic quotation system or over-the-counter market.
All accumulated and unpaid Distributions on the Preferred Securities that
shall not have been paid as of the date of such distribution shall be deemed
to be accrued but unpaid interest on the Securities.

SECTION 12.06.    NO SINKING FUNDS.

                  The Securities are not entitled to be entitled to the
benefits of any sinking fund.

SECTION 12.07.    COUNTERPARTS.

                  This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

                                                  * * *

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                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.


                                      THE ST. PAUL COMPANIES, INC.


                                      By:___________________________
                                         Name: Bruce A. Backberg
                                         Title: Senior Vice President

                                      THE CHASE MANHATTAN BANK,
                                          not in its individual capacity, but
                                          solely as Trustee



                                      By:___________________________
                                         Name: Joanne Adamis
                                         Title: Vice President


Attest:_______________________

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STATE OF MINNESOTA )   ss.:
COUNTY OF RAMSEY   )


                  On the day of [         ], 2001, before me personally came
Bruce A. Backberg, to me known, who, being by me duly sworn, did depose and
say that he is a Senior Vice President of St. Paul Companies, Inc., a
corporation described in and which executed the foregoing instrument; and
that he signed his name thereto by authority of the Board of Directors of
such Minnesota corporation.

[SEAL]                                 ______________________________


STATE OF NEW YORK  )   ss.:
COUNTY OF NEW YORK )


                  On the [   ] day of [         ], 2001, before me personally
came Joanne Adamis, to me known, who, being by me duly sworn, did depose and
say that she is a Vice President of The Chase Manhattan Bank, a New York
banking corporation, the Trustee described in and which executed the
foregoing instrument; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors
of said national bank, and that he signed his name thereto by like authority.

<Page>


[SEAL]                                 ______________________________

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