<Page>

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                    AMENDED AND RESTATED DECLARATION OF TRUST



                            ST. PAUL CAPITAL TRUST I





















                              DATED AS OF [ ], 2001




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<Page>


                            CROSS-REFERENCE TABLE*

<Table>
<Caption>
Section of Trust Indenture                                            Section of
Act of 1939, as amended                                              Declaration
<S>                                                           <C>
310(a).......................................................                5.3
310(b).......................................................     5.3(c); 5.3(d)
311(a).......................................................             2.2(b)
311(b).......................................................             2.2(b)
312(a).......................................................             2.2(a)
312(b).......................................................             2.2(b)
313..........................................................                2.3
314(a)....................................................... 2.4;2.7(b); 3.6(i)
314(b).......................................................                2.5
315(a).......................................................        3.6(i); 3.9
315(b).......................................................             2.7(a)
315(c).......................................................             3.9(a)
315(d).......................................................             3.9(b)
316(a).......................................................                2.6
316(c).......................................................             3.9(e)
317(a).......................................................     3.8(e); 3.8(h)
317(b).......................................................        3.8(j); 7.3
318..........................................................                2.1
</Table>


--------------------------
* This Cross-Reference Table does not constitute part of this Declaration and
shall not affect the interpretation of any of its terms or provisions.


<Page>


                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                      PAGE
                                                                                                      ----
<S>                                                                                                   <C>

                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

SECTION 1.1  Definitions.................................................................................1

                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1  Trust Indenture Act: Application............................................................7
SECTION 2.2  Lists of Holders of Securities..............................................................7
SECTION 2.3  Reports by the Institutional Trustee........................................................8
SECTION 2.4  Periodic Reports to Institutional Trustee...................................................8
SECTION 2.5  Evidence of Compliance with Conditions Precedent............................................8
SECTION 2.6  Events of Default: Waiver...................................................................8
SECTION 2.7  Event of Default: Notice...................................................................10

                                   ARTICLE III
                                  ORGANIZATION

SECTION 3.1  Name.......................................................................................11
SECTION 3.2  Office.....................................................................................11
SECTION 3.3  Declaration................................................................................11
SECTION 3.4  Authority..................................................................................11
SECTION 3.5  Title to Property of the Trust.............................................................12
SECTION 3.6  Powers and Duties of the Regular Trustees..................................................12
SECTION 3.7  Prohibition of Actions by the Trust and the Trustees.......................................15
SECTION 3.8  Powers and Duties of the Institutional Trustee.............................................15
SECTION 3.9  Certain Duties and Responsibilities of the Institutional Trustee...........................17
SECTION 3.10  Certain Rights of Institutional Trustee...................................................19
SECTION 3.11  Delaware Trustee..........................................................................21
SECTION 3.12  Execution of Documents....................................................................21
SECTION 3.13  Not Responsible for Recitals or Issuance of Securities....................................22
SECTION 3.14  Duration of Trust.........................................................................22
SECTION 3.15  Mergers...................................................................................22

                                   ARTICLE IV
                                     SPONSOR

SECTION 4.1  Sponsor's Purchase of Common Securities....................................................24
SECTION 4.2  Responsibilities of the Sponsor............................................................24
SECTION 4.3  Guarantee of Payment of Trust Obligations..................................................25

                                      -i-


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                                    ARTICLE V
                                    TRUSTEES

SECTION 5.1  Number of Trustees.........................................................................25
SECTION 5.2  Delaware Trustee...........................................................................26
SECTION 5.3  Institutional Trustee: Eligibility.........................................................26
SECTION 5.4  Qualifications of Regular Trustees and Delaware Trustee Generally..........................27
SECTION 5.5  Initial Trustees: Additional Powers of Regular Trustees....................................27
SECTION 5.6  Appointment, Removal and Resignation of Trustees...........................................28
SECTION 5.7  Vacancies among Trustees...................................................................29
SECTION 5.8  Effect of Vacancies........................................................................30
SECTION 5.9  Meetings...................................................................................30
SECTION 5.10  Delegation of Power.......................................................................30
SECTION 5.11  Merger, Conversion, Consolidation or Succession to Business...............................31

                                   ARTICLE VI
                                  DISTRIBUTIONS

SECTION 6.1  Distributions..............................................................................31

                                   ARTICLE VII
                             ISSUANCE OF SECURITIES

SECTION 7.1  General Provisions Regarding Securities....................................................31
SECTION 7.2  Registrar and Paying Agent.................................................................32
SECTION 7.3  Paying Agent to Hold Money in Trust........................................................33

                                  ARTICLE VIII
                              DISSOLUTION OF TRUST

SECTION 8.1  Dissolution of Trust.......................................................................33

                                   ARTICLE IX
                              TRANSFER OF INTERESTS

SECTION 9.1  Transfer of Securities.....................................................................34
SECTION 9.2  Transfer of Certificates...................................................................35
SECTION 9.3  Deemed Security Holders....................................................................35
SECTION 9.4  Book Entry Interests.......................................................................35
SECTION 9.5  Notices to Clearing Agency.................................................................36
SECTION 9.6  Appointment of Successor Clearing Agency...................................................36
SECTION 9.7  Definitive Preferred Security Certificates.................................................36
SECTION 9.8  Mutilated, Destroyed, Lost or Stolen Certificates..........................................37

                                     -ii-


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                                    ARTICLE X
   LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1  Liability.................................................................................37
SECTION 10.2  Exculpation...............................................................................38
SECTION 10.3  Fiduciary Duty............................................................................38
SECTION 10.4  Indemnification...........................................................................39
SECTION 10.5  Outside Businesses........................................................................42

                                   ARTICLE XI
                                   ACCOUNTING

SECTION 11.1  Fiscal Year...............................................................................43
SECTION 11.2  Certain Accounting Matters................................................................43
SECTION 11.3  Banking...................................................................................44
SECTION 11.4  Withholding...............................................................................44

                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

SECTION 12.1  Amendments................................................................................44
SECTION 12.2  Meetings of the Holders of Securities: Action by Written Consent..........................46

                                  ARTICLE XIII
                           REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

SECTION 13.1  Representations and Warranties of Institutional Trustee...................................47
SECTION 13.2  Representations and Warranties of Delaware Trustee........................................48

                                   ARTICLE XIV
                                  MISCELLANEOUS

SECTION 14.1  Notices...................................................................................49
SECTION 14.2  Governing Law.............................................................................50
SECTION 14.3  Intention of the Parties..................................................................50
SECTION 14.4  Headings..................................................................................50
SECTION 14.5  Successors and Assigns....................................................................50
SECTION 14.6  Partial Enforceability....................................................................51
SECTION 14.7  Counterparts..............................................................................51
</Table>

                                   -iii-


<Page>


         AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and
effective as of [ ], 2001, by the Trustees (as defined herein), the Sponsor
(as defined herein) and by the holders, from time to time, of undivided
beneficial interests in the assets of the Trust to be issued pursuant to this
Declaration;

         WHEREAS, certain of the Trustees and the Sponsor established St.
Paul Capital Trust I (the "Trust"), a trust under the Business Trust Act (as
defined herein), pursuant to a Declaration of Trust dated as of [ ], 2001
(the "Original Declaration"), and a Certificate of Trust filed with the
Secretary of State of the State of Delaware on October 29, 2001, for the sole
purpose of issuing and selling certain securities representing undivided
beneficial interests in the assets of the Trust and investing the proceeds
thereof in certain Debentures (as defined herein) of the Debenture Issuer (as
defined herein);

         WHEREAS, all of the Trustees and the Sponsor, by this Declaration,
amend and restate each and every term and provision of the Original Declaration.

         NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a business trust under the Business Trust Act and that
this Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

                                   ARTICLE I
                         INTERPRETATION AND DEFINITIONS

         SECTION 1.1    DEFINITIONS.

         Unless the context otherwise requires:

         (a) Capitalized terms used in this Declaration but not defined in the
preamble above have the respective meanings assigned to them in this Section
1.1;

         (b) a term defined anywhere in this Declaration has the same meaning
throughout;

         (c) all references to "the Declaration" or "this Declaration" are to
this Declaration as modified, supplemented or amended from time to time;

         (d) all references in this Declaration to Articles, Sections, Annexes
and Exhibits are to Articles and Sections of, and Annexes and Exhibits to, this
Declaration unless otherwise specified;


<Page>


         (e) a term defined in the Trust Indenture Act has the same meaning when
used in this Declaration unless otherwise defined in this Declaration or unless
the context otherwise requires; and

         (f) a reference to the singular includes the plural and vice versa.

         "Affiliate" has the same meaning as given to that term in Rule 405
under the Securities Act, or any successor provision thereto and as may be
amended from time to time.

         "Authorized Officer" of a Person means any vice president, senior
vice president, chief executive officer, treasurer, controller or other
individual executing a document or otherwise acting by virtue of authority
vested in such individual by such Person in an instrument expressly
designating such individual as an Authorized Officer and referencing this
Declaration.

         "Book Entry Interest" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as described in Section 9.4.

         "Business Day" means any day other than a Saturday, Sunday or a day on
which banking institutions in the City of New York, New York or Wilmington,
Delaware are permitted or required by any applicable law to close.

         "Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code,
12 Del. Code Sections 3801 et seq., as it may be amended from time to time, or
any successor legislation.

         "Certificate" means a Common Security Certificate or a Preferred
Security Certificate.

         "Clearing Agency" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as depositary
for the Preferred Securities and in whose name or in the name of a nominee of
that organization shall be registered a Global Certificate and which shall
undertake to effect book entry transfers and pledges of the Preferred
Securities.

         "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book entry transfers and pledges of securities deposited with the
Clearing Agency.

         "Closing Date" means the Closing Date as defined in the Underwriting
Agreement, which date is also the date of execution and delivery of this
Declaration.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation.

                                     -2-


<Page>

         "Commission" means the Securities and Exchange Commission.

         "Common Security" has the meaning specified in Section 7.1.

         "Common Security Certificate" means a definitive certificate in fully
registered form representing a Common Security substantially in the form of
Exhibit A-2.

         "Company Indemnified Person" means (a) any Regular Trustee; (b) any
Affiliate of any Regular Trustee; (c) any officers, directors, shareholders,
members, partners, employees, representatives or agents of any Regular Trustee;
or (d) any officer, employee or agent of the Trust or its Affiliates.

         "Corporate Trust Office" means the office of the Institutional Trustee
at which the corporate trust business of the Institutional Trustee shall, at any
particular time, be principally administered, which office at the date of
execution of this Declaration is located at 450 West 33rd Street, 15th Floor,
New York, NY 10001, Attention: Institutional Trust Services.

         "Covered Person" means: (a) any officer, director, shareholder,
partner, member, representative, employee or agent of (i) the Trust or (ii) the
Trust's Affiliates; and (b) any Holder of Securities.

         "Debenture Issuer" means the Sponsor, in its capacity as issuer of the
Debentures under the Indenture.

         "Debenture Trustee" means The Chase Manhattan Bank as trustee under the
Indenture until a successor is appointed thereunder, and thereafter means such
successor trustee.

         "Debentures" means the [_____]% Junior Subordinated Debentures, due
[____], to be issued by the Debenture Issuer pursuant to the Indenture to be
held by the Institutional Trustee.

         "Definitive Preferred Security Certificates" has the meaning set forth
in Section 9.4.

         "Delaware Trustee" has the meaning set forth in Section 5.2.

         "Distribution" has the meaning set forth in Section 6.1.

         "DTC" means The Depository Trust Company, the initial Clearing Agency.

         "Event of Default" in respect of the Securities means an Event of
Default (as defined in the Indenture) has occurred and is continuing in respect
of the Debentures.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation.

         "Fiduciary Indemnified Person" has the meaning set forth in
Section 10.4(b).

                                     -3-


<Page>


         "Global Certificate" has the meaning set forth in Section 9.4.

         "Holder" means a Person in whose name a Certificate representing a
Security is registered, such Person being a beneficial owner within the meaning
of the Business Trust Act.

         "Indemnified Person" means a Company Indemnified Person or a Fiduciary
Indemnified Person.

         "Indenture" means the Indenture dated as of [ ], 2001, between the
Debenture Issuer and the Debenture Trustee, as amended or supplemented from time
to time, pursuant to which the Debentures are to be issued.

         "Institutional Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 5.3.

         "Institutional Trustee Account" has the meaning set forth in Section
3.8(c).

         "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, or any successor legislation.

         "Investment Company Event" has the meaning set forth in Annex I hereto.

         "Legal Action" has the meaning set forth in Section 3.6(g).

         "List of Holders" has the meaning set forth in Section 2.2(a).

         "Majority in liquidation amount of the Securities" means, except to the
extent otherwise provided in the terms of the Preferred Securities or by the
Trust Indenture Act, Holder(s) of outstanding Securities voting together as a
single class or, as the context may require, Holders of outstanding Preferred
Securities or Holders of outstanding Common Securities voting separately as a
class, who are the record owners of an aggregate liquidation amount representing
more than 50% of the aggregate liquidation amount (including the stated amount
that would be paid on redemption, liquidation or otherwise, plus accrued and
unpaid Distributions to the date upon which the voting percentages are
determined) of all outstanding Securities of the relevant class.

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Declaration shall include:

         (A) a statement that each officer signing the Officers' Certificate
has read the covenant or condition and the definitions relating thereto;

                                     -4-


<Page>


         (B) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers'
Certificate;

         (C) a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such
officer to express an informed opinion as to whether or not such covenant or
condition has been complied with; and

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

         "Paying Agent" has the meaning specified in Section 3.8(h).

         "Payment Amount" has the meaning specified in Section 6.1.

         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

         "Preferred Securities Guarantee" means the guarantee agreement dated
as of [   ], 2001, between the Sponsor and the trustee named therein relating
to the Preferred Securities.

         "Preferred Security" has the meaning specified in Section 7.1.

         "Preferred Security Beneficial Owner" means, with respect to a Book
Entry Interest, a Person who is the beneficial owner of such Book Entry
Interest, as reflected on the books of the Clearing Agency, or on the books of a
Person maintaining an account with such Clearing Agency (directly as a Clearing
Agency Participant or as an indirect participant, in each case in accordance
with the rules of such Clearing Agency).

         "Preferred Security Certificate" means a certificate representing a
Preferred Security substantially in the form of Exhibit A-1.

         "Quorum" means a majority of the Regular Trustees or, if there are only
two Regular Trustees, both of them.

         "Regular Trustee" has the meaning specified in Section 5.1.

         "Related Party" means, with respect to the Sponsor, any direct or
indirect wholly owned subsidiary of the Sponsor or any other Person that owns,
directly or indirectly, 100% of the outstanding voting securities of the
Sponsor.

         "Responsible Officer" means, with respect to the Institutional
Trustee, any officer of the Institutional Trustee with direct responsibility
for the administration of this Amended and Restated Declaration of Trust

                                     -5-


<Page>

and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of that officer's
knowledge of and familiarity with the particular subject.

         "Rule 3a-5" means Rule 3a-5 under the Investment Company Act.

         "St. Paul" means The St. Paul Companies, Inc., a Minnesota corporation.

         "Securities" means the Common Securities and the Preferred Securities.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time, or any successor legislation.

         "Special Event" has the meaning set forth in Annex I hereto.

         "Sponsor" means The St. Paul Companies, Inc., or any successor entity
in a merger, consolidation or amalgamation, in its capacity as sponsor of the
Trust.

         "Successor Delaware Trustee" has the meaning set forth in Section 5.6.

         "Successor Entity" has the meaning set forth in Section 3.15(b).

         "Successor Institutional Trustee" has the meaning set forth in Section
5.6.

         "Successor Securities" has the meaning set forth in Section 3.15(b).

         "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

         "Tax Event" has the meaning set forth in Annex I hereto.

         "10% in liquidation amount of the Securities" means, except as provided
in the terms of the Preferred Securities or by the Trust Indenture Act,
Holder(s) of outstanding Securities voting together as a single class or, as the
context may require, Holders of outstanding Preferred Securities or Holders of
outstanding Common Securities voting separately as a class, who are the record
owners of an aggregate liquidation amount representing 10% or more of the
aggregate liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions to
the date upon which the voting percentages are determined) of all outstanding
Securities of the relevant class.

         "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

                                     -6-


<Page>


         "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with
the provisions hereof, and references herein to a Trustee or the Trustees
shall refer to such Person or Persons solely in their capacity as trustees
hereunder.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended from time to time, or any successor legislation.

         "Underwriting Agreement" means the Underwriting Agreement for the
offering and sale of Preferred Securities substantially in the form of
Exhibit B.

                                   ARTICLE II
                               TRUST INDENTURE ACT

         SECTION 2.1    TRUST INDENTURE ACT: APPLICATION.

         (a) This Declaration is subject to the provisions of the Trust
Indenture Act that are required to be part of this Declaration and shall, to
the extent applicable, be governed by such provisions.

         (b) The Institutional Trustee shall be the only Trustee that is a
Trustee for the purposes of the Trust Indenture Act.

         (c) If and to the extent that any provision of this Declaration
limits, qualifies or conflicts with the duties imposed by Sections 310 to
317, inclusive, of the Trust Indenture Act, such imposed duties shall control.

         (d) The application of the Trust Indenture Act to this Declaration
shall not affect the nature of the Securities as equity securities
representing undivided beneficial interests in the assets of the Trust.

         SECTION 2.2    LISTS OF HOLDERS OF SECURITIES.

         (a) Each of the Sponsor and the Regular Trustees on behalf of the
Trust shall provide the Institutional Trustee (i) within 14 days after each
record date for payment of Distributions, a list, in such form as the
Institutional Trustee may reasonably require, of the names and addresses of
the Holders of the Securities ("List of Holders") as of such record date, and
(ii) at any other time, within 30 days of receipt by the Trust of a written
request therefor, a List of Holders as of a date no more than 14 days before
such List of Holders is given to the Institutional Trustee; provided, that
neither the Sponsor nor the Regular Trustees on behalf of the Trust shall be
obligated to provide such List of Holders at any time the List of Holders
does not differ from the most recent List of Holders given to the
Institutional Trustee by the Sponsor and the Regular Trustees on behalf of
the

                                     -7-


<Page>


Trust. The Institutional Trustee shall preserve, in as current a form as is
reasonably practicable, all information contained in Lists of Holders given
to it or which it receives in the capacity as Paying Agent (if acting in such
capacity) provided that the Institutional trustee may destroy any List of
Holders previously given to it on receipt of a new List of Holders. Unless
supplemented, amended or restated pursuant to this Section 2.2(a), the
Institutional Trustee shall be entitled to rely exclusively on the last List
of Holders provided to it by the Sponsor or any Regular Trustee.

         (b) The Institutional Trustee shall comply with its obligations
under Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

         SECTION 2.3    REPORTS BY THE INSTITUTIONAL TRUSTEE.

         Within 60 days after May 15 of each year, the Institutional
Trustee shall provide to the Holders of the Preferred Securities such reports
as are required by Section 313 of the Trust Indenture Act, if any, in the
form and in the manner provided by such Section 313. The Institutional
Trustee shall also comply with the requirements of Section 313(d) of the
Trust Indenture Act.

         SECTION 2.4    PERIODIC REPORTS TO INSTITUTIONAL TRUSTEE.

         Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide to the Institutional Trustee such documents, reports and
information as required by Sections 314 (if any) and the compliance
certificate required by Section 314 of the Trust Indenture Act in the form,
in the manner and at the times required by Section 314 of the Trust Indenture
Act.

         SECTION 2.5    EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

         Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide to the Institutional Trustee such evidence of compliance with
any conditions precedent, if any, provided for in this Declaration that
relate to any of the matters set forth in Sections 314(c) of the Trust
Indenture Act. Any certificate or opinion required to be given by an officer
pursuant to Section 314(c)(1) may be given in the form of an Officers'
Certificate.

         SECTION 2.6    EVENTS OF DEFAULT: WAIVER.

         (a) The Holders of a Majority in liquidation amount of Preferred
Securities may, by vote, on behalf of the Holders of all of the Preferred
Securities, waive any past Event of Default in respect of the Preferred
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

                  (i) is not waivable under the Indenture, the Event of
Default under the Declaration shall also not be waivable; or

                                     -8-


<Page>


                  (ii) is waivable only with the consent of holders of more
than a majority in principal amount of the Debentures (a "Super Majority")
affected thereby, only the Holders of at least the proportion in aggregate
liquidation amount of the Preferred Securities that the relevant Super
Majority represents of the aggregate principal amount of the Debentures
outstanding may waive such Event of Default in respect of the Preferred
Securities under the Declaration.

                  The foregoing provisions of this Section 2.6(a) shall be in
lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section
316(a)(l)(B) of the Trust Indenture Act is hereby expressly excluded from
this Declaration and the Securities, as permitted by the Trust Indenture Act.
Upon such waiver, any such default shall cease to exist, and any Event of
Default with respect to the Preferred Securities arising therefrom shall be
deemed to have been cured, for every purpose of this Declaration, but no such
waiver shall extend to any subsequent or other default or an Event of Default
with respect to the Preferred Securities or impair any right consequent
thereon. Any waiver by the Holders of the Preferred Securities of an Event of
Default with respect to the Preferred Securities shall also be deemed to
constitute a waiver by the Holders of the Common Securities of any such Event
of Default with respect to the Common Securities for all purposes of this
Declaration without any further act, vote, or consent of the Holders of the
Common Securities.

         (b) The Holders of a Majority in liquidation amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

                  (i) is not waivable under the Indenture, except where the
Holders of the Common Securities are deemed to have waived such Event of
Default under the Declaration as provided in this Section 2.6(b), the Event
of Default under the Declaration shall also not be waivable; or

                  (ii) is waivable only with the consent of a Super Majority,
except where the Holders of the Common Securities are deemed to have waived
such Event of Default under the Declaration as provided in this Section
2.6(b), only the Holders of at least the proportion in aggregate liquidation
amount of the Common Securities that the relevant Super Majority represents
of the aggregate principal amount of the Debentures outstanding may waive
such Event of Default in respect of the Common Securities under the
Declaration; provided further, each Holder of Common Securities will be
deemed to have waived any such Event of Default and all Events of Default
with respect to the Common Securities and its consequences until all Events
of Default with respect to the Preferred Securities have been cured, waived
or otherwise eliminated, and until such Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise eliminated, the
Institutional Trustee will be deemed to be acting solely on behalf of the
Holders of the Preferred Securities and only the Holders of the Preferred
Securities will have the right to direct the Institutional Trustee in
accordance with the

                                     -9-


<Page>


terms of the Securities. The foregoing provisions of this Section 2.6(b)
shall be in lieu of Sections 316(a)(1)(A) and 316(a)(l)(B) of the Trust
Indenture Act and such sections are hereby expressly excluded from this
Declaration and the Securities, as permitted by the Trust Indenture Act.
Subject to the foregoing provisions of this Section 2.6(b), upon the waiver
of an Event of Default by the Holders of a Majority in liquidation amount of
the Common Securities, any such default shall cease to exist and any Event of
Default with respect to the Common Securities arising therefrom shall be
deemed to have been cured for every purpose of this Declaration, but no such
waiver shall extend to any subsequent or other default or Event of Default
with respect to the Common Securities or impair any right consequent thereon.

         (c) A waiver of an Event of Default under the Indenture by the
Institutional Trustee, at the direction of the Holders of the Preferred
Securities, constitutes a waiver of the corresponding Event of Default under
this Declaration. The foregoing provisions of this Section 2.6(c) shall be in
lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and
such Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are
hereby expressly excluded from this Declaration and the Securities, as
permitted by the Trust Indenture Act.

         SECTION 2.7    EVENT OF DEFAULT: NOTICE.

         (a) The Institutional Trustee shall, within 90 days after the
Institutional Trustee has knowledge of the occurrence of an Event of Default,
transmit by mail, first class postage prepaid, to the Holders of the
Securities (i) notices of all defaults with respect to the Securities
actually known to a Responsible Officer of the Institutional Trustee, unless
such Event of Default has been cured before the giving of such notice and
(ii) any notice of default received from the Indenture Trustee with respect
to the Debentures, which notice from the Institutional Trustee to the Holders
shall state that an Event of Default under the Indenture also constitutes an
Event of Default with respect to the Securities; provided that, except for a
default in the payment of principal of (or premium, if any) or interest on
any of the Debentures or in the payment of any sinking fund installment
established for the Debentures, the Institutional Trustee shall be protected
in withholding such notice if and so long as a Responsible Officer of the
Institutional Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Securities.

         (b) The Institutional Trustee shall not be deemed to have knowledge
of any default except:

                  (i) a default under Sections 5.01(1) and 5.01(2) of the
Indenture; or

                  (ii) any default as to which the Institutional Trustee
shall have received written notice or of which a Responsible Officer of the
Institutional Trustee charged with the administration of this Declaration
shall have actual knowledge.

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                                   ARTICLE III
                                  ORGANIZATION

         SECTION 3.1    NAME.

         The Trust is named "St. Paul Capital Trust I", as such name may be
modified from time to time by the Regular Trustees following written notice to
the Holders of Securities. The Trust's activities may be conducted under the
name of the Trust or any other name deemed advisable by the Regular Trustees.

         SECTION 3.2    OFFICE.

         The address of the principal office of the Trust is c/o The St. Paul
Companies, Inc., 385 Washington Street, St. Paul, Minnesota 55102. On ten
Business Days' written notice to the Institutional Trustee, the Delaware
Trustee and the Holders of Securities, the Regular Trustees may designate
another principal office.

         SECTION 3.3    DECLARATION.

         (a) The exclusive purposes and functions of the Trust are (i) to
issue and sell Securities and use the proceeds from such sale to acquire the
Debentures, (ii) to maintain the status of the Trust as a grantor trust for
United States federal income tax purposes, and (iii) except as otherwise
limited herein, to engage in only those other activities necessary, or
incidental thereto. The Trust shall not borrow money, issue debt or reinvest
proceeds derived from investments, pledge any of its assets, or otherwise
undertake (or permit to be undertaken) any activity that would cause the
Trust not to be classified for United States federal income tax purposes as a
grantor trust.

         (b) The Trust will be classified as a grantor trust for United
States federal income tax purposes under Subpart E of Subchapter J of the
Code, pursuant to which the Holders of the Preferred Securities and the
Common Securities will be the owners of the Trust for United States federal
income tax purposes, and such Holders will include directly in their gross
income the income, gain, deduction or loss of the Trust as if the Trust did
not exist. By the acceptance of this Trust, neither the Trustees, the Sponsor
nor the owners of the Preferred Securities or Common Securities will take any
position for United States federal income tax purposes which is contrary to
the classification of the Trust as a grantor trust.

         SECTION 3.4    AUTHORITY.

         Subject to the limitations provided in this Declaration and to the
specific duties of the Institutional Trustee, the Regular Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust. An
action taken by the Regular Trustees in accordance with their powers shall
constitute the act of and serve to bind the Trust and an action taken by the
Institutional Trustee on behalf of the Trust in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with the Trustees

                                    -11-


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acting on behalf of the Trust, no person shall be required to inquire into
the authority of the Trustees to bind the Trust. Persons dealing with the
Trust are entitled to rely conclusively on the power and authority of the
Trustees as set forth in this Declaration.

         SECTION 3.5    TITLE TO PROPERTY OF THE TRUST.

         Except as provided in Section 3.8 with respect to the Debentures and
the Institutional Trustee Account or as otherwise expressly provided in this
Declaration, legal title to all assets of the Trust shall be vested in the
Trust. The Holders shall not have legal title to any part of the assets of
the Trust, but shall have an undivided beneficial interest in the assets of
the Trust.

         SECTION 3.6    POWERS AND DUTIES OF THE REGULAR TRUSTEES.

         The Regular Trustees shall have the exclusive power, duty and
authority to cause the Trust to engage in the following activities:

         (a) to issue and sell the Preferred Securities and the Common
Securities in accordance with this Declaration; provided, however, that the
Trust may issue no more than one series of Preferred Securities and no more
than one series of Common Securities, and, provided further, that there shall
be no beneficial interests in the Trust other than the Securities, and the
issuance of Securities shall be limited to a simultaneous issuance of both
Preferred Securities and Common Securities on the Closing Date;

         (b) in connection with the issue and sale of the Preferred
Securities, at the direction of the Sponsor, to:

                  (i) assist in the preparation of a prospectus in
preliminary and final form prepared by the Sponsor in relation to the
offering and sale of Preferred Securities and to assist in the preparation of
and filing with the Commission on behalf of the Trust a registration
statement on Form S-3 or on another appropriate form (including, if
appropriate, a registration statement under Rule 462(b) of the Securities
Act), including any pre-effective or post-effective amendments thereto,
relating to the registration under the Securities Act of the Preferred
Securities;

                  (ii) execute and file any documents prepared by the
Sponsor, or take any acts determined by the Sponsor to be necessary, in order
to qualify or register all or part of the Preferred Securities in any State
in which the Sponsor has determined to qualify or register such Preferred
Securities for sale;

                  (iii) assist in the filing of an application, prepared by
the Sponsor, to the New York Stock Exchange, Inc., any other national stock
exchange or the Nasdaq National Market for listing upon notice of issuance of
any Preferred Securities;

                  (iv) assist in the filing with the Commission on behalf of
the Trust a registration statement on Form 8-A, prepared by the Sponsor,
including any pre-effective

                                    -12-


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or post-effective amendments thereto, relating to the registration of the
Preferred Securities under Section 12(b) of the Exchange Act;

                  (v) assist in the preparation of the Underwriting Agreement
providing for the sale and distribution of the Preferred Securities; and

                  (vi) execute and deliver letters, documents, or instruments
with the Clearing Agency relating to the Preferred Securities;

         (c) to acquire the Debentures with the proceeds of the sale of the
Preferred Securities and the Common Securities; provided, however, that the
Regular Trustees shall cause legal title to the Debentures to be held of
record in the name of the Institutional Trustee for the benefit of the
Holders of the Preferred Securities and the Holders of Common Securities;

         (d) to give the Sponsor and the Institutional Trustee prompt written
notice of the occurrence of a Special Event;

         (e) to establish a record date with respect to all actions to be
taken hereunder that require a record date be established, including and with
respect to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue
relevant notices to the Holders of Preferred Securities and Holders of Common
Securities as to such actions and applicable record dates;

         (f) to take all actions and perform such duties as may be required
of the Regular Trustees pursuant to the terms of the Securities or this
Declaration;

         (g) to bring or defend, pay, collect, compromise, arbitrate, resort
to legal action, or otherwise adjust claims or demands of or against the
Trust ("Legal Action"), unless pursuant to Section 3.8(e), the Institutional
Trustee has the exclusive power to bring such Legal Action;

         (h) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors, and
consultants and pay reasonable compensation for such services;

         (i) to give the certificate required by Section 314(a)(4) of the
Trust Indenture Act to the Institutional Trustee, which certificate may be
executed by any Regular Trustee;

         (j) to incur expenses that are necessary or incidental to carry out
any of the purposes of the Trust;

         (k) to act as, or appoint another Person to act as, registrar and
transfer agent for the Securities;

                                    -13-


<Page>


         (l) to give prompt written notice to the Holders of the Securities
of any notice received from the Debenture Issuer of its election to defer
payments of interest on the Debentures by extending the interest payment
period under the Indenture;

         (m) to take all action that may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory business trust under the laws of the
State of Delaware and of each other jurisdiction in which such existence is
necessary to protect the limited liability of the Holders of the Preferred
Securities or to enable the Trust to effect the purposes for which the Trust
was created;

         (n) to take any action, not inconsistent with this Declaration or
with applicable law, that the Regular Trustees determine in their discretion
to be necessary or desirable in carrying out the activities of the Trust as
set out in this Section 3.6, including, but not limited to:

                  (i) causing the Trust not to be deemed to be an Investment
Company required to be registered as such under the Investment Company Act;

                  (ii) causing the Trust to be classified for United States
federal income tax purposes as a grantor trust; and

                  (iii) cooperating with the Debenture Issuer to ensure that
the Debentures will be treated as indebtedness of the Debenture Issuer for
United States federal income tax purposes, provided that such action does not
adversely affect the interests of Holders;

         (o) to the extent provided in this Declaration, terminating,
dissolving and liquidating the Trust and preparing, executing and filing the
certificate of cancellation with the Secretary of State of the State of
Delaware;

         (p) to take all action necessary to cause all applicable tax returns
and tax information reports that are required to be filed with respect to the
Trust to be duly prepared and filed by the Regular Trustees, on behalf of the
Trust; and

         (q) to execute all documents or instruments, perform all duties and
powers, and do all things for and on behalf of the Trust in all matters
necessary or incidental to the foregoing.

         The Regular Trustees must exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Regular Trustees shall not take any
action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.3.

         Subject to this Section 3.6, the Regular Trustees shall have none of
the powers or the authority of the Institutional Trustee set forth in
Section 3.8.

                                    -14-


<Page>


         Any expenses incurred by the Regular Trustees pursuant to this Section
3.6 shall be reimbursed by the Debenture Issuer.

         SECTION 3.7    PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES.

         (a) The Trust shall not, and the Trustees (including the
Institutional Trustee) shall not, engage in any activity other than as
required or authorized by this Declaration. In particular, the Trust shall
not and no Trustee (including the Institutional Trustee) shall cause the
Trust to:

                  (i) invest any proceeds received by the Trust from holding
the Debentures, but shall promptly distribute all such proceeds to Holders of
Securities pursuant to the terms of this Declaration and of the Securities;

                  (ii) acquire any assets other than as expressly provided
herein;

                  (iii) possess Trust property for other than a Trust purpose;

                  (iv) make any loans or incur any indebtedness other than
loans represented by the Debentures;

                  (v) possess any power or otherwise act in such a way as to
vary the Trust assets or the terms of the Securities in any way whatsoever;

                  (vi) issue any securities or other evidences of beneficial
ownership of, or beneficial interest in, the Trust other than the Securities;

                  (vii) other than as provided in this Declaration or Annex
I, (A) direct the time, method and place of exercising any trust or power
conferred upon the Debenture Trustee with respect to the Debentures, (B)
waive any past default that is waivable under the Indenture, or (C) exercise
any right to rescind or annul any declaration that the principal of all the
Debentures shall be due and payable;

                  (viii) consent to any amendment, modification or
termination of the Indenture or the Debentures where such consent shall be
required unless the Trust shall have received an opinion of counsel to the
effect that such amendment, modification or termination will not cause more
than an insubstantial risk that the Trust will not be classified as a grantor
trust for United States federal income tax purposes; or

                  (ix) take any action inconsistent with the status of the
Trust as a grantor trust for United States federal income tax purposes.

         SECTION 3.8    POWERS AND DUTIES OF THE INSTITUTIONAL TRUSTEE.

         (a) The legal title to the Debentures shall be owned by and held of
record in the name of the Institutional Trustee in trust for the benefit of
the Holders of the

                                    -15-


<Page>


Securities. The right, title and interest of the Institutional Trustee to the
Debentures shall vest automatically in each Person who may hereafter be
appointed as Institutional Trustee in accordance with Section 5.6. Such
vesting and cessation of title shall be effective whether or not conveyancing
documents with regard to the Debentures have been executed and delivered.

         (b) The Institutional Trustee shall not transfer its right, title
and interest in the Debentures to the Regular Trustees or to the Delaware
Trustee (if the Institutional Trustee does not also act as Delaware Trustee).

         (c) The Institutional Trustee shall:

                  (i) establish and maintain a segregated non-interest
bearing trust account (the "Institutional Trustee Account") in the name of
and under the exclusive control of the Institutional Trustee on behalf of the
Holders of the Securities and, upon the receipt of payments of funds made in
respect of the Debentures held by the Institutional Trustee, deposit such
funds into the Institutional Trustee Account and make payments to the Holders
of the Preferred Securities and Holders of the Common Securities from the
Institutional Trustee Account in accordance with Section 6.1. Funds in the
Institutional Trustee Account shall be held uninvested until disbursed in
accordance with this Declaration. The Institutional Trustee Account shall be
an account that is maintained with a banking institution the rating on whose
long-term unsecured indebtedness assigned by a "nationally recognized
statistical rating organization," as that term is defined for purposes of
Rule 436(g)(2) under the Securities Act, is at least equal to the rating
assigned to the Preferred Securities by a nationally recognized statistical
rating organization, unless the Preferred Securities are not rated, in which
case the banking institution's long-term unsecured indebtedness shall be
rated at least investment grade by such an organization;

                  (ii) engage in such ministerial activities as shall be
specified in written instructions from the Regular Trustees or the Sponsor to
effect the redemption of the Preferred Securities and the Common Securities
to the extent the Debentures are redeemed or mature; and

                  (iii) upon written notice of distribution issued by the
Regular Trustees in accordance with the terms of the Securities, engage in
such ministerial activities as shall be specified in written instructions
from the Regular Trustees or the Sponsor to effect the distribution of the
Debentures to Holders of Securities upon the occurrence of certain Special
Events or other specified circumstances pursuant to the terms of the
Securities.

         (d) The Institutional Trustee shall take all actions and perform
such duties as may be specifically required of the Institutional Trustee
pursuant to the terms of the Securities or this Declaration.

         (e) Subject to Section 2.6, the Institutional Trustee shall take any
Legal Action which arises out of or in connection with an Event of Default of
which a

                                    -16-


<Page>


Responsible Officer of the Institutional Trustee has actual knowledge or the
Institutional Trustee's duties and obligations under this Declaration or the
Trust Indenture Act.

         (f) The Institutional Trustee shall not resign as a Trustee unless
either:

                  (i) the Trust has been completely liquidated and the
proceeds of the liquidation distributed to the Holders of Securities pursuant
to the terms of the Securities; or

                  (ii) a Successor Institutional Trustee has been appointed
and has accepted that appointment in accordance with Section 5.6.

         (g) The Institutional Trustee shall have the legal power to exercise
all of the rights, powers and privileges of a holder of Debentures under the
Indenture and, if an Event of Default actually known to a Responsible Officer
of the Institutional Trustee occurs and is continuing, the Institutional
Trustee shall, for the benefit of Holders of the Securities, enforce its
rights as holder of the Debentures subject to the rights of the Holders
pursuant to the terms of such Securities, this Declaration, the Business
Trust Act and the Trust Indenture Act.

         (h) The Institutional Trustee may authorize one or more Persons
(each, a "Paying Agent") to pay Distributions, redemption payments or
liquidation payments on behalf of the Trust with respect to all Securities
and any such Paying Agent shall comply with Section 317(b) of the Trust
Indenture Act. Any Paying Agent may be removed by the Institutional Trustee
at any time and a successor Paying Agent or additional Paying Agents may be
appointed at any time by the Institutional Trustee.

         (i) Subject to this Section 3.8, the Institutional Trustee shall
have none of the duties, liabilities, powers or the authority of the Regular
Trustees set forth in Section 3.6.

         The Institutional Trustee shall be authorized to undertake any
actions set forth in Section 317(a) of the Trust Indenture Act.

         The Institutional Trustee must exercise the powers set forth in this
Section 3.8 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Institutional Trustee shall not
take any action that is inconsistent with the purposes and functions of the
Trust set out in Section 3.3.

         SECTION 3.9    CERTAIN DUTIES AND RESPONSIBILITIES OF THE
INSTITUTIONAL TRUSTEE.

         (a) The Institutional Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Declaration and no implied covenants shall be read into this Declaration
against the Institutional Trustee. In case an Event of Default has occurred
(that has not been cured or waived pursuant to Section 2.6)

                                    -17-


<Page>


of which a Responsible Officer of the Institutional Trustee has actual
knowledge, the Institutional Trustee shall exercise such of the rights and
powers vested in it by this Declaration, and use the same degree of care and
skill in the exercise of such rights and powers, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

         (b) No provision of this Declaration shall be construed to relieve
the Institutional Trustee from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:

                  (i) prior to the occurrence of an Event of Default and
after the curing or waiving of all such Events of Default that may have
occurred:

                           (A) the duties and obligations of the Institutional
         Trustee shall be determined solely by the express provisions of this
         Declaration and the Institutional Trustee shall not be liable except
         for the performance of such duties and obligations as are specifically
         set forth in this Declaration, and no implied covenants or obligations
         shall be read into this Declaration against the Institutional Trustee;
         and

                           (B) in the absence of bad faith on the part of the
         Institutional Trustee, the Institutional Trustee may conclusively rely,
         as to the truth of the statements and the correctness of the opinions
         expressed therein, upon any certificates or opinions furnished to the
         Institutional Trustee and substantially conforming to the requirements
         of this Declaration; but in the case of any such certificates or
         opinions that by any provision hereof are specifically required to be
         furnished to the Institutional Trustee, the Institutional Trustee shall
         be under a duty to examine the same to determine whether or not they
         substantially conform to the requirements of this Declaration;

                  (ii) the Institutional Trustee shall not be liable for any
error of judgment made in good faith by a Responsible Officer of the
Institutional Trustee, unless it shall be proved that the Institutional
Trustee was negligent in ascertaining the pertinent facts;

                  (iii) the Institutional Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders of not less than a Majority in
liquidation amount of the Securities relating to the time, method and place
of conducting any proceeding for any remedy available to the Institutional
Trustee, or exercising any trust or power conferred upon the Institutional
Trustee under this Declaration;

                  (iv) no provision of this Declaration shall require the
Institutional Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties or in
the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that the repayment of such funds or liability

                                    -18-


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is not reasonably assured to it under the terms of this Declaration or
indemnity reasonably satisfactory to the Institutional Trustee against such
risk or liability is not reasonably assured to it;

                  (v) the Institutional Trustee's sole duty with respect to
the custody, safe keeping and physical preservation of the Debentures and the
Institutional Trustee Account shall be to deal with such property in a
similar manner as the Institutional Trustee deals with similar property for
its own account, subject to the protections and limitations on liability
afforded to the Institutional Trustee under this Declaration and the Trust
Indenture Act;

                  (vi) the Institutional Trustee shall have no duty or
liability for or with respect to the value, genuineness, existence or
sufficiency of the Debentures or the payment of any taxes or assessments
levied thereon or in connection therewith;

                  (vii) the Institutional Trustee shall not be liable for any
interest on any money received by it except as it may otherwise agree in
writing with the Sponsor. Money held by the Institutional Trustee need not be
segregated from other funds held by it except in relation to the
Institutional Trustee Account maintained by the Institutional Trustee
pursuant to Section 3.8(c)(i) and except to the extent otherwise required by
law; and

                  (viii) the Institutional Trustee shall not be responsible
for monitoring the compliance by the Regular Trustees or the Sponsor with
their respective duties under this Declaration, nor shall the Institutional
Trustee be liable for any act, omission, default or misconduct of the Regular
Trustees or the Sponsor.

         SECTION 3.10   CERTAIN RIGHTS OF INSTITUTIONAL TRUSTEE.

         (a) Subject to the provisions of Section 3.9:

                  (i) the Institutional Trustee may conclusively rely and
shall be fully protected in acting or refraining from acting upon any
resolution, 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, sent or presented by the proper party or parties;

                  (ii) any direction or act of the Sponsor or the Regular
Trustees contemplated by this Declaration shall be sufficiently evidenced by
an Officers' Certificate;

                  (iii) whenever in the administration of this Declaration,
the Institutional Trustee shall deem it desirable that a matter be proved or
established before taking, suffering or omitting any action hereunder, the
Institutional Trustee (unless other evidence is herein specifically
prescribed) may, in the absence of bad faith on its part,

                                    -19-


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request and conclusively rely upon an Officers' Certificate which, upon
receipt of such request, shall be promptly delivered by the Sponsor or the
Regular Trustees;

                  (iv) the Institutional Trustee shall have no duty to see to
any recording, filing or registration of any instrument (including any
financing or continuation statement or any filing under tax or securities
laws) or any rerecording, refiling or registration thereof;

                  (v) the Institutional Trustee may consult with counsel or
other experts and the advice or opinion of such counsel and experts with
respect to legal matters or advice within the scope of such experts' area of
expertise 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
accordance with such advice or opinion, such counsel may be counsel to the
Sponsor or any of its Affiliates, and may include any of its employees. The
Institutional Trustee shall have the right at any time to seek instructions
concerning the administration of this Declaration from any court of competent
jurisdiction;

                  (vi) the Institutional Trustee shall be under no obligation
to exercise any of the rights or powers vested in it by this Declaration at
the request or direction of any Holder, unless such Holder shall have
provided to the Institutional Trustee security and indemnity, reasonably
satisfactory to the Institutional Trustee, against the costs, expenses
(including attorneys' fees and expenses and the expenses of the Institutional
Trustee's agents, nominees or custodians) and liabilities that might be
incurred by it in complying with such request or direction, including such
reasonable advances as may be requested by the Institutional Trustee
provided, that, nothing contained in this Section 3.10(a)(vi) shall be taken
to relieve the Institutional Trustee, upon the occurrence of an Event of
Default, of its obligation to exercise the rights and powers vested in it by
this Declaration;

                  (vii) the Institutional 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 Institutional Trustee, in
its discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit;

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

                  (ix) any action taken by the Institutional Trustee or its
agents hereunder shall bind the Trust and the Holders of the Securities, and
the signature of the Institutional Trustee or its agents alone shall be
sufficient and effective to perform any such action and no third party shall
be required to inquire as to the authority of the

                                    -20-


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Institutional Trustee to so act or as to its compliance with any of the terms
and provisions of this Declaration, both of which shall be conclusively
evidenced by the Institutional Trustee's or its agent's taking such action;

                  (x) whenever in the administration of this Declaration the
Institutional Trustee shall deem it desirable to receive instructions with
respect to enforcing any remedy or right or taking any other action
hereunder, the Institutional Trustee (i) may request instructions from the
Holders of the Securities which instructions may only be given by the Holders
of the same proportion in liquidation amount of the Securities as would be
entitled to direct the Institutional Trustee under the terms of the
Securities in respect of such remedy, right or action, (ii) may refrain from
enforcing such remedy or right or taking such other action until such
instructions are received, and (iii) shall be protected in conclusively
relying on or acting in or accordance with such instructions; and

                  (xi) except as otherwise expressly provided by this
Declaration, the Institutional Trustee shall not be under any obligation to
take any action that is discretionary under the provisions of this
Declaration.

         (b) No provision of this Declaration shall be deemed to impose any
duty or obligation on the Institutional Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in
any jurisdiction in which it shall be illegal, or in which the Institutional
Trustee shall be unqualified or incompetent in accordance with applicable
law, to perform any such act or acts, or to exercise any such right, power,
duty or obligation. No permissive power or authority available to the
Institutional Trustee shall be construed to be a duty.

         SECTION 3.11   DELAWARE TRUSTEE.

         Notwithstanding any other provision of this Declaration other than
Section 5.2, the Delaware Trustee shall not be entitled to exercise any
powers, nor shall the Delaware Trustee have any of the duties and
responsibilities of the Regular Trustees or the Institutional Trustee
described in this Declaration. Except as set forth in Section 5.2, the
Delaware Trustee shall be a Trustee for the sole and limited purpose of
fulfilling the requirements of Section 3807 of the Business Trust Act. In
performing such limited role, the Delaware Trustee shall have all of the
rights and protections afforded to the Institutional Trustee under Section
3.9(b)(i) (except that (i) the Delaware Trustee's standard of care shall be
gross negligence, and (ii) such rights and protections shall pertain to the
Delaware Trustee without regard to the occurrence of any Event of Default)
and Section 3.10 of this Declaration.

         SECTION 3.12   EXECUTION OF DOCUMENTS.

         Unless otherwise determined by the Regular Trustees, and except as
otherwise required by the Business Trust Act, a majority of or, if there are
only two, any Regular Trustee or, if there is only one, such Regular Trustee
is authorized to execute on behalf of

                                    -21-


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the Trust any documents that the Regular Trustees have the power and
authority to execute pursuant to Section 3.6.

         SECTION 3.13   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES.

         The recitals contained in this Declaration and the Securities shall
be taken as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as
to the value or condition of the property of the Trust or any part thereof.
The Trustees make no representations as to the validity or sufficiency of
this Declaration or the Securities.

         SECTION 3.14   DURATION OF TRUST.

         The Trust, unless dissolved pursuant to the provisions of Article
VIII hereof, shall dissolve on [ ], 20[ ].

         SECTION 3.15   MERGERS.

         (a) The Trust may not consolidate, amalgamate, merge with or into,
or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except as
described in Section 3.15(b) and (c) or in Annex I.

         (b) The Trust may, with the consent of the Regular Trustees or, if
there are more than two, a majority of the Regular Trustees and without the
consent of the Holders of the Securities, the Delaware Trustee or the
Institutional Trustee, and subject to the terms of Section 3.15(c),
consolidate, amalgamate, merge with or into, or be replaced by a trust
organized as such under the laws of any State; provided that:

                  (i) such successor entity (the "Successor Entity") either:

                           (A) expressly assumes all of the obligations of the
         Trust under the Securities; or

                           (B) substitutes for the Securities other securities
         having substantially the same terms as the Preferred Securities (the
         "Successor Securities") so long as the Successor Securities rank the
         same as the Preferred Securities rank with respect to Distributions and
         payments upon liquidation, redemption and otherwise;

                  (ii) the Debenture Issuer expressly acknowledges a trustee
of the Successor Entity that possesses the same powers and duties as the
Institutional Trustee as the Holder of the Debentures;

                  (iii) if the Preferred Securities or any Successor Securities
are listed, or any Successor Securities will be listed upon notification of
issuance, on any national

                                    -22-


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securities exchange or with any other organization on which the Preferred
Securities are then listed or quoted;

                  (iv) such merger, consolidation, amalgamation or
replacement does not cause the Preferred Securities (including any Successor
Securities) to be downgraded by any nationally recognized statistical rating
organization;

                  (v) such merger, consolidation, amalgamation or replacement
does not adversely affect the rights, preferences and privileges of the
Holders of the Securities (including any Successor Securities) in any
material respect (other than with respect to any dilution of such Holders'
interests in the Successor Entity as a result of such merger, consolidation,
amalgamation or replacement);

                  (vi) such Successor Entity has a purpose substantially
identical to that of the Trust;

                  (vii) prior to such merger, consolidation, amalgamation or
replacement, the Trust has received an opinion of a nationally recognized
independent counsel to the Trust experienced in such matters to the effect
that:

                           (A) such merger, consolidation, amalgamation or
         replacement does not adversely affect the rights, preferences and
         privileges of the Holders of the Securities (including any Successor
         Securities) in any material respect (other than with respect to any
         dilution of the Holders' interest in the Successor Entity);

                           (B) following such merger, consolidation,
         amalgamation or replacement, neither the Trust nor the Successor Entity
         will be required to register as an Investment Company;

                           (C) following such merger, consolidation,
         amalgamation or replacement, the Trust (or the Successor Entity) will
         continue to be classified as a grantor trust for United States federal
         income tax purposes;

                  (viii) the Sponsor guarantees the obligations of such
Successor Entity under the Successor Securities at least to the extent
provided by the Preferred Securities Guarantee; and

                  (ix) the Sponsor, or, subject to Section 9.1(c), a Related
Party, continues to hold the Common Trust Securities so long as any Preferred
Securities or Successor Securities remain outstanding.

         (c) Notwithstanding Section 3.15(b), the Trust shall not, without
the consent of Holders of 100% in liquidation amount of the Securities,
consolidate, amalgamate, merge with or into, or be replaced by any other
entity or permit any other entity to consolidate, amalgamate, merge with or
into, or replace it, if in the opinion of a nationally recognized independent
tax counsel experienced in such matters, such consolidation, amalgamation,
merger or replacement would cause the Trust or Successor Entity to be
classified as other than a grantor trust for United States federal income tax
purposes.

                                    -23-


<Page>


                                   ARTICLE IV
                                     SPONSOR

         SECTION 4.1    SPONSOR'S PURCHASE OF COMMON SECURITIES.

         On the Closing Date, the Sponsor will purchase all of the Common
Securities issued by the Trust in an amount equal to 3% or more of the
capital of the Trust, at the same time as the Preferred Securities are sold.

         SECTION 4.2    RESPONSIBILITIES OF THE SPONSOR.

         In connection with the issue and sale of the Preferred Securities,
the Sponsor is hereby appointed an agent of the Trust pursuant to Section
3806(b)(7) of the Business Trust Act and in such capacity shall have the
exclusive right and responsibility to engage in the following activities:

         (a) to prepare a prospectus relating to the offering of Preferred
Securities by the Trust and to prepare for filing by the Trust with the
Commission, and execute on behalf of the Trust, a registration statement on
Form S-3 or on another appropriate form (including, if appropriate, a
registration statement under Rule 462(b) of the Securities Act) and any
pre-effective or post-effective amendments thereto, relating to the
registration under the Securities Act of the Preferred Securities;

         (b) to determine the States in which to take appropriate action to
qualify or register for sale of all or part of the Preferred Securities and to
do any and all such acts, other than actions which must be taken by the
Trust, and advise the Trust of actions it must take, and prepare for
execution and filing any documents to be executed and filed by the Trust, as
the Sponsor deems necessary or advisable in order to comply with the
applicable laws of any such States;

         (c) to prepare for filing by the Trust, and execute on behalf of the
Trust, an application to the New York Stock Exchange, any other national
stock exchange or the Nasdaq National Market for listing upon notice of
issuance of any Preferred Securities;

         (d) to prepare for filing by the Trust with the Commission, and
execute on behalf of the Trust, a registration statement on Form 8-A,
including any pre-effective or post-effective amendments thereto, relating to
the registration of the Preferred Securities under Section 12(b) of the
Exchange Act, including any amendments thereto;

         (e) to negotiate the terms of, and execute on behalf of the Trust,
the Underwriting Agreement providing for the sale of the Preferred
Securities; and

         (f) to execute and deliver letters, documents or instruments on
behalf of the Trust with any Clearing Agency.

                                    -24-


<Page>


         The Sponsor must exercise the powers set forth in this Section 4.2
in a manner that is consistent with the purposes and functions of the Trust
set out in Section 3.3, and the Sponsor shall not take any action that is
inconsistent with the purposes and functions of the Trust set forth in
Section 3.3.

         Subject to this Section 4.2, the Sponsor shall have none of the
powers or the authority of the Institutional Trustee set forth in Section 3.8.

         SECTION 4.3    GUARANTEE OF PAYMENT OF TRUST OBLIGATIONS.

         (a) Subject to the terms and conditions of this Section 4.3, the
Holder of Common Securities hereby irrevocably and unconditionally guarantees
to each Person to whom the Trust is now or hereafter becomes indebted or
liable (the "Beneficiaries") the full payment, when and as due, of any and
all costs, expenses or liabilities of the Trust (other than obligations of
the Trust to make payments to holders of a Trust Security pursuant to the
terms thereof) ("Obligations") to such Beneficiaries.

         (b) The agreement of the Holder of Common Securities in Section
4.3(a) is intended to be for the benefit of, and to be enforceable by, all
such Beneficiaries, whether or not such Beneficiaries have received notice
hereof.

         (c) The agreement of the Holder of Common Securities set forth in
Section 4.3(a) shall terminate and be of no further force and effect upon the
later of (a) the date on which full payment has been made of all amounts
payable to all Holders of all the Preferred Securities (whether upon
redemption, liquidation, exchange or otherwise) and (b) the date on which
there are no Beneficiaries remaining; provided, however, that such agreement
shall continue to be effective or shall be reinstated, as the case may be, if
at any time any Holder of Preferred Securities or any Beneficiary must
restore payment of any sums paid under the Preferred Securities, under any
Obligation, under the Preferred Securities Guarantee or under this
Declaration for any reason whatsoever. Such agreement is continuing,
irrevocable, unconditional and absolute.

                                   ARTICLE V
                                    TRUSTEES

         SECTION 5.1    NUMBER OF TRUSTEES.

         The number of Trustees initially shall be four (4), and:

         (a) at any time before the issuance of any Securities, the Sponsor may,
by written instrument, increase or decrease the number of Trustees; and

         (b) after the issuance of any Securities, the number of Trustees may
be increased or decreased by vote of the Holders of a majority in liquidation
amount of the Common Securities voting as a class at a meeting of the Holders
of the Common

                                    -25-


<Page>


Securities, provided, however, that, the number of Trustees shall in no event
be less than two (2); provided further that (i) if required by the Business
Trust Act, there shall be at least one Delaware Trustee; (ii) there shall be
at least one Trustee who is an employee or officer of, or is affiliated with
the Sponsor (a "Regular Trustee"); and (iii) for so long as this Declaration
is required to qualify as an indenture under the Trust Indenture Act, there
shall be one Institutional Trustee, who may also serve as Delaware Trustee if
it meets the applicable requirements.

          SECTION 5.2   DELAWARE TRUSTEE.

         If required by the Business Trust Act, one Trustee (the "Delaware
Trustee") shall be:

         (a) a natural person who is a resident of the State of Delaware; or

         (b) if not a natural person, an entity which has its principal place
of business in the State of Delaware, and otherwise meets the requirements of
applicable law, provided that, if the Institutional Trustee has its principal
place of business in the State of Delaware and otherwise meets the
requirements of applicable law, then the Institutional Trustee shall also be
the Delaware Trustee and Section 3.11 shall have no application.

         SECTION 5.3    INSTITUTIONAL TRUSTEE: ELIGIBILITY.

         (a) There shall at all times be one Trustee that shall act as
Institutional Trustee which shall:

                  (i) not be an Affiliate of the Sponsor;

                  (ii) be a corporation organized and doing business under
the laws of the United States of America or any State or territory thereof or
of the District of Columbia, or a corporation or Person permitted by the
Commission to act as an institutional trustee under the Trust Indenture Act,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least 50 million U.S. dollars
($50,000,000), and subject to supervision or examination by Federal, State,
territorial or District of Columbia authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the
requirements of the supervising or examining authority referred to above,
then for the purposes of this Section 5.3(a)(ii), the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published; and

                  (iii) if the Trust is excluded from the definition of an
Investment Company solely by means of Rule 3a-7 and to the extent Rule 3a-7
requires a trustee having certain qualifications to hold title to the
"eligible assets" of the Trust, the Institutional Trustee shall possess those
qualifications.

                                    -26-


<Page>

         (b) If at any time the Institutional Trustee shall cease to be eligible
to so act under Section 5.3(a), the Institutional Trustee shall immediately
resign in the manner and with the effect set forth in Section 5.6(c).

         (c) If the Institutional Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Institutional Trustee and the Holders of the Common Securities (as if such
Holders were the obligor referred to in Section 310(b) of the Trust Indenture
Act) shall in all respects comply with the provisions of Section 310(b) of the
Trust Indenture Act.

         (d) The Preferred Securities Guarantee shall be deemed to be
specifically described in this Declaration for purposes of clause (i) of the
first provision contained in Section 310(b) of the Trust Indenture Act.

         (e) The initial Institutional Trustee shall be as set forth in Section
5.5 hereof

         SECTION 5.4 QUALIFICATIONS OF REGULAR TRUSTEES AND DELAWARE TRUSTEE
GENERALLY.

         Each Regular Trustee and the Delaware Trustee (unless the Institutional
Trustee also acts as Delaware Trustee) shall be either a natural person who is
at least 21 years of age or a legal entity that shall have the power and
authority to act as a trustee hereunder and shall be represented in such
capacity by one or more Authorized Officers.

         SECTION 5.5 INITIAL TRUSTEES: ADDITIONAL POWERS OF REGULAR TRUSTEES.

         (a)      The initial Regular Trustees shall be:

                  Thomas A. Bradley and
                  Brace A. Backberg
                  in each case c/o The St. Paul Companies, Inc.
                  385 Washington Street
                  St. Paul, Minnesota 55102

                  The initial Delaware Trustee shall be:

                  Chase Manhattan Bank USA,
                           National Association
                  c/o J.P. Morgan Chase
                  500 Stanton Christiana Road, F1.3/OPS4
                  Newark, Delaware 19713
                  Attention:  Institutional Trust Services


                                      -27-
<Page>

                  The initial Institutional Trustee shall be:

                  The Chase Manhattan Bank
                  450 West 33rd Street
                  New York, New York 10001
                  Attention:  Institutional Trust Services

         (b) Except as expressly set forth in this Declaration and except if a
meeting of the Regular Trustees is called with respect to any matter over which
the Regular Trustees have power to act, any power of the Regular Trustees may be
exercised by, or with the consent of, any one such Regular Trustee.

         SECTION 5.6 APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.

         (a) Subject to Section 5.6(b), Trustees may be appointed or removed
without cause at any time:

             (i) until the issuance of any Securities, by written instrument
executed by the Sponsor; and

             (ii) after the issuance of any Securities, by vote of the Holders
of a Majority in liquidation amount of the Common Securities voting as a class
at a meeting of the Holders of the Common Securities or acting by unanimous
written consent; and

             (iii) if an Event of Default shall have occurred and be
continuing after the issuance of any Preferred Securities, the Institutional
Trustee and the Delaware Trustee may only be removed and appointed by the
vote of Holders of a Majority in liquidation amount of the Preferred
Securities voting as a class.

         (b) (i) The Trustee that acts as Institutional Trustee shall not be
removed in accordance with Section 5.6(a) until a successor Trustee possessing
the qualifications to act as Institutional Trustee under Section 5.3 (a
"Successor Institutional Trustee") has been appointed and has accepted such
appointment by written instrument executed by such Successor Institutional
Trustee and delivered to the Regular Trustees and the Sponsor; and

             (ii) the Trustee that acts as Delaware Trustee shall not be removed
in accordance with Section 5.6(a) until a successor Trustee possessing the
qualifications to act as Delaware Trustee under Sections 5.2 and 5.4 (a
"Successor Delaware Trustee") has been appointed and has accepted such
appointment by written instrument executed by such Successor Delaware Trustee
and delivered to the Regular Trustees and the Sponsor.

         (c) A Trustee appointed to office shall hold office until his successor
shall have been appointed or until his death, removal or resignation. Any
Trustee may resign from office (without need for prior or subsequent accounting)
by an instrument in writing


                                      -28-
<Page>

signed by the Trustee and delivered to the Sponsor and the Trust, which
resignation shall take effect upon such delivery or upon such later date as is
specified therein; provided, however, that:

             (i) No such resignation of the Trustee that acts as the
Institutional Trustee shall be effective:

                  (A) until a Successor Institutional Trustee has been appointed
         and has accepted such appointment by instrument executed by such
         Successor Institutional Trustee and delivered to the Trust, the Sponsor
         and the resigning Institutional Trustee; or

                  (B) until the assets of the Trust have been completely
         liquidated and the proceeds thereof distributed to the holders of the
         Securities; and

             (ii) no such resignation of the Trustee that acts as the Delaware
Trustee shall be effective until a Successor Delaware Trustee has been appointed
and has accepted such appointment by instrument executed by such Successor
Delaware Trustee and delivered to the Trust, the Sponsor and the resigning
Delaware Trustee whereupon the resigning Trustee shall be released and
discharged of the trusts and other duties imposed on such Trustee in connection
herewith.

         (d) The Holders of the Common Securities shall use their best efforts
to promptly appoint a Successor Delaware Trustee or Successor Institutional
Trustee as the case may be if the Institutional Trustee or the Delaware Trustee
delivers an instrument of resignation in accordance with this Section 5.6.

         (e) If no Successor Institutional Trustee or Successor Delaware Trustee
shall have been appointed and accepted appointment as provided in this Section
5.6 within 60 days after delivery to the Sponsor and the Trust of an instrument
of resignation, the resigning Institutional Trustee or Delaware Trustee, as
applicable, may petition any court of competent jurisdiction for appointment of
a Successor Institutional Trustee or Successor Delaware Trustee. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper and
prescribe, appoint a Successor Institutional Trustee or Successor Delaware
Trustee, as the case may be.

         (f) No Institutional Trustee or Delaware Trustee shall be liable for
the acts or omissions to act of any Successor Institutional Trustee or Successor
Delaware Trustee, as the case may be.

         SECTION 5.7 VACANCIES AMONG TRUSTEES.

         If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is
increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Regular Trustees or, if there
are more than two, a majority of the Regular Trustees


                                    -29-


<Page>


shall be conclusive evidence of the existence of such vacancy. The vacancy
shall be filled with a Trustee appointed in accordance with Section 5.6.

         SECTION 5.8 EFFECT OF VACANCIES.

         The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to annul, dissolve or terminate the Trust or terminate this
Declaration. Whenever a vacancy in the number of Regular Trustees shall occur,
until such vacancy is filled by the appointment of a Regular Trustee in
accordance with Section 5.6, the Regular Trustees in office, regardless of their
number, shall have all the powers granted to the Regular Trustees and shall
discharge all the duties imposed upon the Regular Trustees by this Declaration.

         SECTION 5.9 MEETINGS.

         If there is more than one Regular Trustee, meetings of the Regular
Trustees shall be held from time to time upon the call of any Regular Trustee.
Regular meetings of the Regular Trustees may be held at a time and place fixed
by resolution of the Regular Trustees. Notice of any in-person meetings of the
Regular Trustees shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than 48
hours before such meeting. Notice of any telephonic meetings of the Regular
Trustees or any committee thereof shall be hand delivered or otherwise delivered
in writing (including by facsimile, with a hard copy by overnight courier) not
less than 24 hours before a meeting. Notices shall contain a brief statement of
the time, place and anticipated purposes of the meeting. The presence (whether
in person or by telephone) of a Regular Trustee at a meeting shall constitute a
waiver of notice of such meeting except where a Regular Trustee attends a
meeting for the express purpose of objecting to the transaction of any activity
on the ground that the meeting has not been lawfully called or convened. Unless
provided otherwise in this Declaration, any action of the Regular Trustees may
be taken at a meeting by vote of a majority of the Regular Trustees present
(whether in person or by telephone) and eligible to vote with respect to such
matter, provided that a Quorum is present, or without a meeting by the unanimous
written consent of the Regular Trustees. In the event there is only one Regular
Trustee, any and all action of such Regular Trustee shall be evidenced by a
written consent of such Regular Trustee.

         SECTION 5.10 DELEGATION OF POWER.

         (a) Any Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
3.6, including making any governmental filing; and

         (b) the Regular Trustees shall have power to delegate from time to time
to such of their number or to officers of the Trust the doing of such things and
the execution of such instruments either in the name of the Trust or the names
of the Regular Trustees


                                      -30-

<Page>

or otherwise as the Regular Trustees may deem expedient, to the extent such
delegation is not prohibited by applicable law or contrary to the provisions of
the Trust, as set forth herein.

         SECTION 5.11 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.

         Any corporation into which the Institutional Trustee or the Delaware
Trustee, as the case may be, may be merged or converted or with which either may
be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Institutional Trustee or the Delaware Trustee, as the
case may be, shall be a party, or any corporation succeeding to all or
substantially all the corporate trust business of the Institutional Trustee or
the Delaware Trustee, as the case may be, shall be the successor of the
Institutional Trustee or the Delaware Trustee, as the case may be, 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.

                                   ARTICLE VI
                                  DISTRIBUTIONS

         SECTION 6.1 DISTRIBUTIONS.

         Holders shall receive Distributions (as defined herein) in accordance
with the applicable terms of the relevant Holder's Securities. Distributions
shall be made on the Preferred Securities and the Common Securities in
accordance with the preferences set forth in their respective terms. If and to
the extent that the Debenture Issuer makes a payment of interest (including
Additional Interest (as defined in the Indenture)), premium or principal, or
both, on the Debentures held by the Institutional Trustee (the amount of any
such payment being a "Payment Amount"), the Institutional Trustee shall and is
directed to make a distribution (a "Distribution") of the Payment Amount to
Holders.

                                  ARTICLE VII
                             ISSUANCE OF SECURITIES

         SECTION 7.1 GENERAL PROVISIONS REGARDING SECURITIES.

         (a) The Trust shall issue one class of preferred securities
representing undivided beneficial interests in the assets of the Trust having
such terms as are set forth in Annex I (the "Preferred Securities") and one
class of common securities representing undivided beneficial interests in the
assets of the Trust having such terms as are set forth in Annex I (the "Common
Securities"). The Trust shall issue no securities or other interests in the
assets of the Trust other than the Preferred Securities and the Common
Securities.


                                      -31-

<Page>

         (b) The Certificates shall be signed on behalf of the Trust by a
Regular Trustee. Such signature shall be the manual or facsimile signature of
any present or any future Regular Trustee. In case any Regular Trustee of the
Trust who shall have signed any of the Securities shall cease to be such Regular
Trustee before the Certificates so signed shall be delivered by the Trust, such
Certificates nevertheless may be delivered as though the person who signed such
Certificates had not ceased to be such Regular Trustee; and any Certificate may
be signed on behalf of the Trust by such persons who, at the actual date of
execution of such Security, shall be the Regular Trustees of the Trust, although
at the date of the execution and delivery of the Declaration any such person was
not such a Regular Trustee. Certificates shall be printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Regular Trustees, as evidenced by their execution thereof, and may have such
letters, numbers or other marks of identification or designation and such
legends or endorsements as the Regular Trustees may deem appropriate, or as may
be required to comply with any law or with any rule or regulation of any stock
exchange on which Securities may be listed, or to conform to usage.

         (c) The Preferred Security Certificates shall not be valid until
authenticated by the manual signature of an authorized officer of the
Institutional Trustee, the signature of whom shall be conclusive evidence that
the Preferred Security Certificates have been authenticated under this
Declaration. Upon a written order of the Trust signed by one Regular Trustee,
the Institutional Trustee shall authenticate the Preferred Security Certificates
for original issue. The Institutional Trustee may appoint an authenticating
agent acceptable to the Trust to authenticate the Preferred Security
Certificates. An authenticating agent may authenticate the Preferred Security
Certificates whenever the Institutional Trustee may do so. Each reference to
authentication by the Institutional Trustee includes authentication by such
agent. An authenticating agent has the same rights as the Institutional Trustee
to deal with the Sponsor or an Affiliate thereof.

         (d) The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

         (e) Upon issuance of the Securities as provided in this Declaration,
the Securities so issued shall be deemed to be validly issued, fully paid and
non-assessable; subject to Section 10.1 with respect to the Common Securities.

         (f) Every Person, by virtue of having become a Holder or a Preferred
Security Beneficial Owner in accordance with the terms of this Declaration,
shall be deemed to have expressly assented and agreed to the terms of, and shall
be bound by, this Declaration.

         SECTION 7.2 REGISTRAR AND PAYING AGENT.

         The Trust shall maintain in New York, New York (i) an office or
agency where Preferred Securities may be presented for registration of
transfer or for exchange

                                      -32-
<Page>

("Registrar"), and (ii) an office or agency where Preferred Securities may be
presented for payment. The Registrar shall keep a register of the Preferred
Securities and of their transfer and exchange. The Trust may appoint the
Registrar and the Paying Agent and may appoint one or more co-registrars and one
or more additional paying agents in such other locations as it shall determine.
The term "Paying Agent" includes any additional paying agent. The Trust may
change any Paying Agent, Registrar or co-registrar without prior notice to any
Holder. The Trust shall notify the Institutional Trustee of the name and address
of any agent not a party to this Declaration. If the Trust fails to appoint or
maintain another entity as Registrar or Paying Agent, the Institutional Trustee
shall act as such. The Trust or any of its Affiliates may act as Paying Agent or
Registrar. The Trust shall act as Paying Agent, Registrar and co-registrar for
the Common Securities.

         The Trust initially appoints the Institutional Trustee as Registrar and
Paying Agent for the Preferred Securities.

         SECTION 7.3 PAYING AGENT TO HOLD MONEY IN TRUST.

         The Trust shall require each Paying Agent other than the Institutional
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Institutional Trustee all money held by the Paying
Agent for the payment of principal or Distributions on Securities, and will
notify the Institutional Trustee if there are insufficient funds. While any such
insufficiency continues, the Institutional Trustee may require a Paying Agent to
pay all money held by it to the Institutional Trustee. The Trust at any time may
require a Paying Agent to pay all money held by it to the Institutional Trustee
and to account for any money disbursed by it. Upon payment to the Institutional
Trustee, the Paying Agent (if other than the Trust or an Affiliate of the Trust)
shall have no further liability for the money. If the Trust or the Sponsor or an
Affiliate of the Trust or the Sponsor acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of the Holders all money held
by it as Paying Agent.

                                  ARTICLE VIII
                              DISSOLUTION OF TRUST

         SECTION 8.1 DISSOLUTION OF TRUST.

         (a) The Trust shall dissolve:

             (i) upon the bankruptcy of any Holder of the Common Securities or
the Sponsor;

             (ii) upon the filing of a certificate of dissolution or its
equivalent with respect to any Holder of the Common Securities or the Sponsor;
or the revocation of the Holder of the Common Securities or the Sponsor's
charter and the expiration of 90 days after the date of revocation without a
reinstatement thereof;


                                      -33-
<Page>

             (iii) upon the entry of a decree of judicial dissolution of any
Holder of the Common Securities, the Sponsor or the Trust;

             (iv) when all of the Securities shall have been called for
redemption and the amounts necessary for redemption thereof shall have been paid
to the Holders in accordance with the terms of the Securities;

             (v) at the election of the Sponsor (which is wholly within its sole
discretion); provided that the Trust shall have been dissolved in accordance
with the terms of the Securities and all of the Debentures endorsed thereon
shall have been distributed to the Holders of Securities in exchange for all of
the Securities; or

             (vi) before the issuance of any Securities, with the consent of all
of the Regular Trustees and the Sponsor.

         (b) As soon as is practicable after the occurrence of an event referred
to in Section 8.1(a) or upon the expiration of the term of the Trust set forth
in Section 3.14 and the winding up of the affairs of the Trust, the Trustees
shall file a certificate of cancellation with the Secretary of State of the
State of Delaware.

         (c) The provisions of Section 3.9(b) and Article X shall survive the
termination of the Trust.

                                   ARTICLE IX
                              TRANSFER OF INTERESTS

         SECTION 9.1 TRANSFER OF SECURITIES.

         (a) Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Declaration and in
the terms of the Securities. Any transfer or purported transfer of any Security
not made in accordance with this Declaration shall be null and void.

         (b) Subject to this Article IX, Preferred Securities shall be freely
transferable.

         (c) Subject to this Article IX, the Sponsor and any Related Party may
only transfer Common Securities to the Sponsor or a Related Party of the
Sponsor; provided that, any such transfer is subject to the condition precedent
that the transferor obtain the written opinion of a nationally recognized
independent counsel experienced in such matters that such transfer would not
cause more than an insubstantial risk that:

             (i) the Trust would not continue to be classified for United States
federal income tax purposes as a grantor trust; or



                                      -34-
<Page>

             (ii) the Trust would be an Investment Company or the transferee
would become an Investment Company.

         SECTION 9.2 TRANSFER OF CERTIFICATES.

         The Registrar shall provide for the registration of Certificates
representing Preferred Securities and of transfers of such Certificates,
which will be effected without charge but only upon payment (with such
indemnity as the [Registrar] may require) in respect of any tax or other
government charges that may be imposed in relation to it. Upon surrender for
registration of transfer of any Certificate representing Preferred
Securities, the Registrar shall cause one or more new Certificates to be
issued in the name of the designated transferee or transferees. Every such
Certificate surrendered for registration of transfer shall be accompanied by
a written instrument of transfer in form satisfactory to the Registrar duly
executed by the Holder or such Holder's attorney duly authorized in writing.
Each such Certificate surrendered for registration of transfer shall be
canceled by the Registrar.

         The Regular Trustees shall provide for the registration of
Certificates representing Common Securities and of transfers of such
Certificates, which will be effected without charge but only upon payment
(with such indemnity as the Regular Trustees may require) in respect of any
tax or other government charges that may be imposed in relation to it. Upon
surrender for registration of transfer of any such Certificate, the Regular
Trustees shall cause one or more new Certificates to be issued in the name of
the designated transferee or transferees. Every Certificate representing a
Common Security surrendered for registration of transfer shall be accompanied
by a written instrument of transfer in form satisfactory to the Regular
Trustees duly executed by the Holder or such Holder's attorney duly
authorized in writing. Each such Certificate surrendered for registration of
transfer shall be canceled by the Regular Trustees.

         a) A transferee of a Certificate shall be entitled to the rights and
subject to the obligations of a Holder hereunder upon the receipt by such
transferee of a Certificate. By acceptance of a Certificate, each transferee
shall be deemed to have agreed to be bound by this Declaration.

         SECTION 9.3 DEEMED SECURITY HOLDERS.

         The Trustees may treat the Person in whose name any Certificate shall
be registered on the books and records of the Trust as the sole holder of such
Certificate and of the Securities represented by such Certificate for purposes
of receiving Distributions and for all other purposes whatsoever and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such Certificate or in the Securities represented by such
Certificate on the part of any Person, whether or not the Trust shall have
actual or other notice thereof.

         SECTION 9.4 BOOK ENTRY INTERESTS.

         Unless otherwise specified in the terms of the Preferred Securities,
the Preferred Securities Certificates, on original issuance, will be issued
in the form of one or more, fully registered, global Preferred Security
Certificates (each a "Global Certificate"), to be delivered to DTC, the
initial Clearing Agency, or its custodian, by, or on behalf of, the Trust.
Such Global Certificates shall initially be registered on the books and
records of the Trust in the name of Cede & Co., the nominee of DTC, and no
Preferred Security Beneficial Owner will receive a definitive Preferred
Security Certificate representing such Preferred Security Beneficial Owner's
interests in such Global Certificates, except as provided in Section 9.7.
Unless and until definitive, fully registered Preferred Security Certificates
(the "Definitive Preferred Security Certificates") have been issued to the
Preferred Security Beneficial Owners pursuant to Section 9.7:

         (a) the provisions of this Section 9.4 shall be in full force and
effect;


                                      -35-
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         (b) the Trust and the Trustees shall be entitled to deal with the
Clearing Agency for all purposes of this Declaration (including the payment of
Distributions on the Global Certificates and receiving approvals, votes or
consents hereunder) as the Holder of the Preferred Securities and the sole
holder of the Global Certificates and shall have no obligation to the Preferred
Security Beneficial Owners;

         (c) to the extent that the provisions of this Section 9.4 conflict with
any other provisions of this Declaration, the provisions of this Section 9.4
shall control; and

         (d) the rights of the Preferred Security Beneficial Owners shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Preferred Security Beneficial
Owners and the Clearing Agency and/or the Clearing Agency Participants and
receive and transmit payments of Distributions on the Global Certificates to
such Clearing Agency Participants. DTC will make book entry transfers among the
Clearing Agency Participants.

         SECTION 9.5 NOTICES TO CLEARING AGENCY.

         Whenever a notice or other communication to the Preferred Security
Holders is required under this Declaration, unless and until Definitive
Preferred Security Certificates shall have been issued to the Preferred
Security Beneficial Owners pursuant to Section 9.7, the Trustees shall give
all such notices and communications specified herein to be given to the
Preferred Security Holders to the Clearing Agency, and shall have no notice
obligations to the Preferred Security Beneficial Owners.

         SECTION 9.6 APPOINTMENT OF SUCCESSOR CLEARING AGENCY.

         If any Clearing Agency elects to discontinue its services as securities
depositary with respect to the Preferred Securities, the Regular Trustees may,
in their sole discretion, appoint a successor Clearing Agency with respect to
such Preferred Securities.

         SECTION 9.7 DEFINITIVE PREFERRED SECURITY CERTIFICATES.

         If:

         (a) a Clearing Agency elects to discontinue its services as securities
depositary with respect to the Preferred Securities and a successor Clearing
Agency is not appointed within 90 days after such discontinuance pursuant to
Section 9.6; or

         (b) the Regular Trustees elect after consultation with the Sponsor to
terminate the book entry system through the Clearing Agency with respect to the
Preferred Securities, then:

             (i) Definitive Preferred Security Certificates shall be prepared by
the Regular Trustees on behalf of the Trust with respect to such Preferred
Securities; and


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                  (ii) upon surrender of the Global Certificates by the
Clearing Agency, accompanied by registration instructions, the Regular
Trustees shall cause Definitive Certificates to be executed, and the
Institutional Trustee shall cause such Definitive Securities to be
authenticated and delivered to Preferred Security Beneficial Owners in
accordance with the instructions of the Clearing Agency. Neither the Trustees
nor the Trust shall be liable for any delay in delivery of such instructions
and each of them may conclusively rely on, and shall be protected in relying
on, said instructions of the Clearing Agency. The Definitive Preferred
Security Certificates shall be printed, lithographed or engraved or may be
produced in any other manner as is reasonably acceptable to the Regular
Trustees, as evidenced by their execution thereof, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements as the Regular Trustees may deem appropriate, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which
Preferred Securities may be listed, or to conform to usage.

         SECTION 9.8    MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

         If:

         (a) any mutilated Certificates should be surrendered to the Regular
Trustees, or if the Regular Trustees shall receive evidence to their
satisfaction of the destruction, loss or theft of any Certificate; and

         (b) there shall be delivered to the Regular Trustees such security
or indemnity as may be required by the Trustees to keep each of them harmless

         then, in the absence of notice that such Certificate shall have been
acquired by a Protected Purchaser (as such term is used in section
8-405(a)(1) of the UCC as in effect in the State of Delaware (1994 Rev)), any
Regular Trustee on behalf of the Trust shall execute, and, in the case of any
Preferred Security, cause the Institutional Trustee to authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like denomination. In connection
with the issuance of any new Certificate under this Section 9.8, the Regular
Trustees may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith. Any
duplicate Certificate issued pursuant to this Section shall constitute
conclusive evidence of an ownership interest in the relevant Securities, as
if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.

                                 ARTICLE X
                LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES,
                               TRUSTEES OR OTHERS

         SECTION 10.1   LIABILITY.

         (a) Except as expressly set forth in this Declaration, the Preferred
Securities Guarantee and the terms of the Securities, the Sponsor shall not
be:

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                  (i) personally liable for the return of any portion of the
capital contributions (or any return thereon) of the Holders of the
Securities which shall be made solely from assets of the Trust; and

                  (ii) required to pay to the Trust or to any Holder of
Securities any deficit upon dissolution of the Trust or otherwise.

         (b) The Holder of the Common Securities shall be liable for all of
the debts and obligations of the Trust (other than with respect to the
Securities) to the extent not satisfied out of the Trust's assets.

         (c) Pursuant to Section 3803(a) of the Business Trust Act, the
Holders of the Preferred Securities shall be entitled to the same limitation
of personal liability extended to stockholders of private corporations for
profit organized under the General Corporation Law of the State of Delaware.

         SECTION 10.2   EXCULPATION.

         (a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person for
any loss, damage or claim incurred by reason of any act or omission performed
or omitted by such Indemnified Person in good faith on behalf of the Trust
and in a manner such Indemnified Person reasonably believed to be within the
scope of the authority conferred on such Indemnified Person by this
Declaration or by law, except that an Indemnified Person shall be liable for
any such loss, damage or claim incurred by reason of such Indemnified
Person's gross negligence or willful misconduct with respect to such acts or
omissions.

         (b) An Indemnified Person shall be fully protected in relying in
good faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable
care by or on behalf of the Trust, including information, opinions, reports
or statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets
from which Distributions to Holders of Securities might properly be paid.

         SECTION 10.3   FIDUCIARY DUTY.

         (a) To the extent that, at law or in equity, an Indemnified Person
has duties (including fiduciary duties) and liabilities relating thereto to
the Trust or to any other Covered Person, an Indemnified Person acting under
this Declaration shall not be liable to the Trust or to any other Covered
Person for its good faith reliance on the provisions of this Declaration. The
provisions of this Declaration, to the extent that they restrict the duties
and liabilities of an Indemnified Person otherwise existing at law or in
equity (other than the duties imposed on the Institutional Trustee under the
Trust Indenture Act),

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are agreed by the parties hereto to replace such other duties and liabilities
of such Indemnified Person.

         (b) Unless otherwise expressly provided herein:

                  (i) whenever a conflict of interest exists or arises
between any Covered Person and any Indemnified Person; or

                  (ii) whenever this Declaration or any other agreement
contemplated herein or therein provides that an Indemnified Person shall act
in a manner that is, or provides terms that are, fair and reasonable to the
Trust or any Holder of Securities, the Indemnified Person shall resolve such
conflict of interest, take such action or provide such terms, considering in
each case the relative interest of each party (including its own interest) to
such conflict, agreement, transaction or situation and the benefits and
burdens relating to such interests, any customary or accepted industry
practices, and any applicable generally accepted accounting practices or
principles. In the absence of bad faith by the Indemnified Person, the
resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Declaration or any other
agreement contemplated herein or of any duty or obligation of the Indemnified
Person at law or in equity or otherwise.

         (c) Whenever in this Declaration an Indemnified Person is permitted
or required to make a decision:

                  (i) in its "discretion" or under a grant of similar
authority, the Indemnified Person shall be entitled to consider such
interests and factors as it desires, including its own interests, and shall
have no duty or obligation to give any consideration to any interest of or
factors affecting the Trust or any other Person; or

                  (ii) in its "good faith" or under another express standard,
the Indemnified Person shall act under such express standard and shall not be
subject to any other or different standard imposed by this Declaration or by
applicable law.

         SECTION 10.4   INDEMNIFICATION.

         (a)      (i) The Debenture Issuer shall indemnify, to the full
extent permitted by law, any Company Indemnified Person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Trust) by
reason of the fact that he is or was a Company Indemnified Person against
expenses (including attorneys fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Trust, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction,

                                    -39-


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or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the Company Indemnified Person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Trust, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful

                  (ii) The Debenture Issuer shall indemnify, to the full
extent permitted by law, any Company Indemnified Person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Trust to procure a judgment in its
favor by reason of the fact that he is or was a Company Indemnified Person
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Trust and except that no such
indemnification shall be made in respect of any claim, issue or matter as to
which such Company Indemnified Person shall have been adjudged to be liable
to the Trust unless and only to the extent that the Court of Chancery of
Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such Court of
Chancery or such other court shall deem proper.

                  (iii) To the extent that a Company Indemnified Person shall
be successful on the merits or otherwise (including dismissal of an action
without prejudice or the settlement of an action without admission of
liability) in defense of any action, suit or proceeding referred to in
paragraphs (i) and (ii) of this Section 10.4(a), or in defense of any claim,
issue or matter therein, he shall be indemnified, to the full extent
permitted by law, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

                  (iv) Any indemnification under paragraphs (i) and (ii) of
this Section 10.4(a) (unless ordered by a court) shall be made by the
Debenture Issuer only as authorized in the specific case upon a determination
that indemnification of the Company Indemnified Person is proper in the
circumstances because he has met the applicable standard of conduct set forth
in paragraphs (i) and (ii). Such determination shall be made (1) by the
Regular Trustees by a majority vote of a quorum consisting of such Regular
Trustees who were not parties to such action, suit or proceeding, (2) if such
a quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested Regular Trustees so directs, by independent legal counsel in a
written opinion, or (3) by the Common Security Holder of the Trust.

                  (v) Expenses (including attorneys' fees) incurred by a
Company Indemnified Person in defending a civil, criminal, administrative or
investigative action, suit or proceeding referred to in paragraphs (i) and
(ii) of this Section 10.4(a) shall be paid by the Debenture Issuer in advance
of the final disposition of such action, suit or

                                    -40-


<Page>


proceeding upon receipt of an undertaking by or on behalf of such Company
Indemnified Person to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Debenture Issuer as
authorized in this Section 10.4(a). Notwithstanding the foregoing, no advance
shall be made by the Debenture Issuer if a determination is reasonably and
promptly made (i) by the Regular Trustees by a majority vote of a quorum of
disinterested Regular Trustees, (ii) if such a quorum is not obtainable, or,
even if obtainable, if a quorum of disinterested Regular Trustees so directs,
by independent legal counsel in a written opinion or (iii) the Common
Security Holder of the Trust, that, based upon the facts known to the Regular
Trustees, counsel or the Common Security Holder at the time such
determination is made, such Company Indemnified Person acted in bad faith or
in a manner that such person did not believe to be in or not opposed to the
best interests of the Trust, or, with respect to any criminal proceeding,
that such Company Indemnified Person believed or had reasonable cause to
believe his conduct was unlawful. In no event shall any advance be made in
instances where the Regular Trustees, independent legal counsel or Common
Security Holder reasonably determine that such person deliberately breached
his duty to the Trust or its Common or Preferred Security Holders.

                  (vi) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other paragraphs of this Section
10.4(a) shall not be deemed exclusive of any other rights to which those
seeking indemnification and advancement of expenses may be entitled under any
agreement, vote of stockholders or disinterested directors of the Debenture
Issuer or Preferred Security Holders of the Trust or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office. All rights to indemnification under this Section 10.4(a)
shall be deemed to be provided by a contract between the Debenture Issuer and
each Company Indemnified Person who serves in such capacity at any time while
this Section 10.4(a) is in effect. Any repeal or modification of this Section
10.4(a) shall not affect any rights or obligations then existing.

                  (vii) The Debenture Issuer may purchase and maintain
insurance on behalf of any person who is or was a Company Indemnified Person
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Debenture
Issuer would have the power to indemnify him against such liability under the
provisions of this Section 10.4(a).

                  (viii) For purposes of this Section 10.4(a), references to
"the Trust" shall include, in addition to the resulting or surviving entity,
any constituent entity (including any constituent of a constituent) absorbed
in a consolidation or merger, so that any person who is or was a director,
trustee, officer or employee of such constituent entity, or is or was serving
at the request of such constituent entity as a director, trustee, officer,
employee or agent of another entity, shall stand in the same position under
the provisions of this Section 10.4(a) with respect to the resulting or
surviving entity as he would have with respect to such constituent entity if
its separate existence had continued.

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<Page>


                  (ix) The indemnification and advancement of expenses
provided by, or granted pursuant to, this Section 10.4(a) shall, unless
otherwise provided when authorized or ratified, continue as to a person who
has ceased to be a Company Indemnified Person and shall inure to the benefit
of the heirs, executors and administrators of such a person.

         (b) The Sponsor agrees to indemnify (i) the Institutional Trustee,
(ii) the Delaware Trustee, (iii) any Affiliate of the Institutional Trustee
and the Delaware Trustee, and (iv) any officers, directors, shareholders,
members, partners, employees, representatives, custodians, nominees or agents
of the Institutional Trustee and the Delaware Trustee (each of the Persons in
(i) through (iv) being referred to as a "Fiduciary Indemnified Person") for,
and to hold each Fiduciary Indemnified Person 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 or the
trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against or
investigating any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this Section 10.4(b) shall survive the resignation
or removal of the Institutional Trustee or the Delaware Trustee, the
satisfaction and discharge of this Declaration and the termination of the
Trust.

         (c) The Sponsor agrees to pay the Institutional Trustee and the
Delaware Trustee, from time to time, such compensation for all services
rendered by the Institutional Trustee and the Delaware Trustee hereunder as
may be mutually agreed upon in writing by the Sponsor and the Institutional
Trustee or the Delaware Trustee, as the case may be, and except as otherwise
expressly provided herein, to reimburse the Institutional Trustee and the
Delaware Trustee upon its or their request for all reasonable expenses
(including counsel fees and expenses), disbursements and advances incurred or
made by the Institutional Trustee or the Delaware Trustee, as the case may
be, in accordance with the provisions of this Declaration, except any such
expense, disbursement or advance as may be attributable to its or their
negligence or bad faith.

         SECTION 10.5   OUTSIDE BUSINESSES.

         Any Covered Person, the Sponsor, the Delaware Trustee and the
Institutional Trustee (subject to Section 5.3(c)) may engage in or possess an
interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Trust, and the Trust and the Holders of Securities shall have no rights by
virtue of this Declaration in and to such independent ventures or the income
or profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper. No Covered Person, the Sponsor, the Delaware Trustee, or the
Institutional Trustee shall be obligated to present any particular investment
or other opportunity to the Trust even if such opportunity is of a character
that, if presented to the Trust, could be taken by the Trust, and any Covered
Person, the Sponsor, the Delaware Trustee and the Institutional Trustee shall
have the right to take for its own account (individually or as a partner or
fiduciary) or to recommend to others any such particular investment or other
opportunity. Any

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Covered Person, the Delaware Trustee and the Institutional Trustee may engage
or be interested in any financial or other transaction with the Sponsor or
any Affiliate of the Sponsor, or may act as depositary for, trustee or agent
for, or act on any committee or body of holders of, securities or other
obligations of the Sponsor or its Affiliates.

                                   ARTICLE XI
                                   ACCOUNTING

         SECTION 11.1   FISCAL YEAR.

         The fiscal year ("Fiscal Year") of the Trust shall be the calendar
year, or such other year as is required by the Code.

         SECTION 11.2   CERTAIN ACCOUNTING MATTERS.

         (a) At all times during the existence of the Trust, the Regular
Trustees shall keep, or cause to be kept, full books of account, records and
supporting documents, which shall reflect in reasonable detail, each
transaction of the Trust. The books of account shall be maintained on the
accrual method of accounting, in accordance with generally accepted
accounting principles of the United States, consistently applied. The Trust
shall use the accrual method of accounting for United States federal income
tax purposes.

         (b) The Regular Trustees shall cause to be prepared and delivered to
each of the Holders of Securities, within 90 days after the end of each
Fiscal Year of the Trust, annual financial statements of the Trust, including
a balance sheet of the Trust as of the end of such Fiscal Year, and the
related statements of income or loss.

         (c) The Regular Trustees shall cause to be duly prepared and
delivered to each of the Holders of Securities, any annual United States
federal income tax information statement, required by the Code, containing
such information with regard to the Securities held by each Holder as is
required by the Code and the Treasury Regulations. Notwithstanding any right
under the Code to deliver any such statement at a later date, the Regular
Trustees shall endeavor to deliver all such statements within 30 days after
the end of each Fiscal Year of the Trust.

         (d) The Regular Trustees shall cause to be duly prepared and filed
with the appropriate taxing authority, an annual United States federal income
tax return, on a Form 1041 or such other form required by United States
federal income tax law, and any other annual income tax returns required to
be filed by the Regular Trustees on behalf of the Trust with any state or
local taxing authority.

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         SECTION 11.3   BANKING.

         The Trust shall maintain one or more bank accounts in the name and
for the sole benefit of the Trust; provided, however, that all payments of
funds in respect of the Debentures held by the Institutional Trustee shall be
made directly to the Institutional Trustee Account and no other funds of the
Trust shall be deposited in the Institutional Trustee Account. The sole
signatories for such accounts shall be designated by the Regular Trustees;
provided, however, that the Institutional Trustee shall designate the
signatories for the Institutional Trustee Account.

         SECTION 11.4   WITHHOLDING.

         The Regular Trustees shall, and shall cause the Trust to, comply
with all withholding requirements under United States federal, state and
local law. The Trust shall request, and the Holders shall provide to the
Trust, such forms or certificates as are necessary to establish an exemption
from withholding with respect to each Holder, and any representations and
forms as shall reasonably be requested by the Trust to assist it in
determining the extent of, and in fulfilling, its withholding obligations.
The Regular Trustees shall file required forms with applicable jurisdictions
and, unless an exemption from withholding is properly established by a
Holder, shall remit amounts withheld with respect to the Holder to applicable
jurisdictions. To the extent that the Trust is required to withhold and pay
over any amounts to any authority with respect to distributions or
allocations to any Holder, the amount withheld shall be deemed to be a
distribution in the amount of the withholding to the Holder. In the event of
any claimed over withholding, Holders shall be limited to an action against
the applicable jurisdiction. If the amount required to be withheld was not
withheld from actual Distributions made, the Trust may reduce subsequent
Distributions by the amount of such withholding.

                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

         SECTION 12.1   AMENDMENTS.

         (a) Except as otherwise provided in this Declaration or by any
applicable terms of the Securities, this Declaration may only be amended by a
written instrument approved and executed by:

                  (i) the Regular Trustees (or, if there are more than two
Regular Trustees a majority of the Regular Trustees);

                  (ii) if the amendment affects the rights, powers, duties,
obligations or immunities of the Institutional Trustee, the Institutional
Trustee; and

                  (iii) if the amendment affects the rights, powers, duties,
obligations or immunities of the Delaware Trustee, the Delaware Trustee;

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         (b) no amendment shall be made, and any such purported amendment
shall be void and ineffective:

                  (i) unless, in the case of any proposed amendment, the
Institutional Trustee shall have first received an Officers' Certificate from
each of the Trust and the Sponsor that such amendment is permitted by, and
conforms to, the terms of this Declaration (including the terms of the
Securities);

                  (ii) unless, in the case of any proposed amendment which
affects the rights, powers, duties, obligations or immunities of the
Institutional Trustee, the Institutional Trustee shall have first received:

                           (A) an Officers' Certificate from each of the Trust
         and the Sponsor that such amendment is permitted by, and conforms to,
         the terms of this Declaration (including the terms of the Securities);
         and

                           (B) an opinion of counsel (who may be counsel to the
         Sponsor or the Trust) that such amendment is permitted by, and conforms
         to, the terms of this Declaration (including the terms of the
         Securities); and

                  (iii) to the extent the result of such amendment would be to:

                           (A) cause the trust to fail to continue to be
         classified for purposes of United States federal income taxation as a
         grantor trust;

                           (B) reduce or otherwise adversely affect the powers
         of the Institutional Trustee in contravention of the Trust Indenture
         Act; or

                           (C) cause the Trust to be deemed to be an Investment
         Company required to be registered under the Investment Company Act;

         (c) at such time after the Trust has issued any Securities that
remain outstanding, any amendment that would adversely affect the rights,
privileges or preferences of any Holder of Securities may be effected only
with such additional requirements as may be set forth in the terms of such
Securities;

         (d) Section 9.1(c) and this Section 12.1 shall not be amended
without the consent of all of the Holders of the Securities;

         (e) Article IV shall not be amended without the consent of the
Holders of a Majority in liquidation amount of the Common Securities and;

         (f) the rights of the Holders of the Common Securities under Article
V to increase or decrease the number of, and appoint and remove Trustees
shall not be amended without the consent of the Holders of a Majority in
liquidation amount of the Common Securities; and

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         (g) subject to Section 12.1(c), this Declaration may be amended
without the consent of the Holders of the Securities to:

                  (i) cure any ambiguity;

                  (ii) correct or supplement any provision in this
Declaration that may be defective or inconsistent with any other provision of
this Declaration;

                  (iii) add to the covenants, restrictions or obligations of
the Sponsor;

                  (iv) to conform to any change in Rule 3a-5 or written
change in interpretation or application of Rule 3a-5 by any legislative body,
court, government agency or regulatory authority which amendment does not
have a material adverse effect on the right, preferences or privileges of the
Holders; and

                  (v) to modify, eliminate and add to any provision of the
Declaration to such extent as may be reasonably necessary to effectuate any
of the foregoing or to otherwise comply with applicable law.

         SECTION 12.2      MEETINGS OF THE HOLDERS OF SECURITIES: ACTION BY
WRITTEN CONSENT.

         (a) Meetings of the Holders of any class of Securities may be called
at any time by the Regular Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class
of Securities are entitled to act under the terms of this Declaration, the
terms of the Securities or the rules of any stock exchange on which the
Preferred Securities are listed or admitted for trading. The Regular Trustees
shall call a meeting of the Holders of such class if directed to do so by the
Holders of Securities representing at least 25% in liquidation amount of such
class of Securities. Such direction shall be given by delivering to the
Regular Trustees one or more calls in a writing stating that the signing
Holders of Securities wish to call a meeting and indicating the general or
specific purpose for which the meeting is to be called. Any Holders of
Securities calling a meeting shall specify in writing the Security
Certificates held by the Holders of Securities exercising the right to call a
meeting and only those Securities specified shall be counted for purposes of
determining whether the required percentage set forth in the second sentence
of this paragraph has been met.

         (b) Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders of
Securities:

                  (i) notice of any such meeting shall be given to all the
Holders of Securities having a right to vote thereat at least 7 days but not
more than 60 days before the date of such meeting. Whenever a vote, consent
or approval of the Holders of Securities is permitted or required under this
Declaration or the rules of any stock exchange on which the Preferred
Securities are listed or admitted for trading, such vote, consent or approval
may be given at a meeting of the Holders of Securities. Any action

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that may be taken at a meeting of the Holders of Securities may be taken without
a meeting if a consent in writing setting forth the action so taken is signed by
the Holders of Securities owning not less than the minimum amount of Securities
in liquidation amount that would be necessary to authorize or take such action
at a meeting at which all Holders of Securities having a right to vote thereon
were present and voting. Prompt notice of the taking of action without a meeting
shall be given to the Holders of Securities entitled to vote who have not
consented in writing. The Regular Trustees may specify that any written ballot
submitted to the Security Holder for the purpose of taking any action without a
meeting shall be returned to the Trust within the time specified by the Regular
Trustees;

             (ii) each Holder of a Security may authorize any Person to act for
it by proxy on all matters in which a Holder of Securities is entitled to
participate, including waiving notice of any meeting, or voting or participating
at a meeting. No proxy shall be valid after the expiration of 11 months from the
date thereof unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the Holder of Securities executing it. Except as
otherwise provided herein, all matters relating to the giving, voting or
validity of proxies shall be governed by the General Corporation Law of the
State of Delaware relating to proxies, and judicial interpretations thereunder,
as if the Trust were a Delaware corporation and the Holders of the Securities
were stockholders of a Delaware corporation;

             (iii) each meeting of the Holders of the Securities shall be
conducted by the Regular Trustees or by such other Person that the Regular
Trustees may designate; and

             (iv) unless the Business Trust Act, this Declaration, the terms of
the Securities, the Trust Indenture Act or the listing rules of any stock
exchange or market on which the Preferred Securities are then listed or trading,
otherwise provides, the Regular Trustees, in their sole discretion, shall
establish all other provisions relating to meetings of Holders of Securities,
including notice of the time, place or purpose of any meeting at which any
matter is to be voted on by any Holders of Securities, waiver of any such
notice, action by consent without a meeting, the establishment of a record date,
quorum requirements, voting in person or by proxy or any other matter with
respect to the exercise of any such right to vote.

                                  ARTICLE XIII
                    REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
                              AND DELAWARE TRUSTEE

         SECTION 13.1 REPRESENTATIONS AND WARRANTIES OF INSTITUTIONAL TRUSTEE.

         The Trustee that acts as initial Institutional Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Institutional



                                      -47-
<Page>

Trustee represents and warrants to the Trust and the Sponsor at the time of the
Successor Institutional Trustee's acceptance of its appointment as Institutional
Trustee that:

         (a) the Institutional Trustee is a New York banking corporation with
trust powers, duly organized, validly existing and in good standing under the
laws of the State of New York, with trust power and authority to execute and
deliver, and to carry out and perform its obligations under the terms of, the
Declaration;

         (b) the execution, delivery and performance by the Institutional
Trustee of the Declaration has been duly authorized by all necessary corporate
action on the part of the Institutional Trustee. The Declaration has been duly
executed and delivered by the Institutional Trustee, and it constitutes a legal,
valid and binding obligation of the Institutional Trustee, enforceable against
it in accordance with its terms, subject to applicable bankruptcy,
reorganization, moratorium, insolvency, and other similar laws affecting
creditors' rights generally and to general principles of equity and the
discretion of the court (regardless of whether the enforcement of such remedies
is considered in a proceeding in equity or at law);

         (c) the execution, delivery and performance of the Declaration by the
Institutional Trustee does not conflict with or constitute a breach of the
Articles of Incorporation or by-laws of the Institutional Trustee; and

         (d) no consent, approval or authorization of, or registration with or
notice to, any State or Federal banking authority governing the banking or trust
powers of the Institutional Trustee is required for the execution, delivery or
performance by the Institutional Trustee, of the Declaration.

         SECTION 13.2 REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE.

         The Trustee that acts as initial Delaware Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Delaware Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Delaware Trustee's acceptance of its
appointment as Delaware Trustee that:

         (a) The Delaware Trustee is a national banking association with trust
powers, duly organized, validly existing and in good standing under the laws of
the State of Delaware, with trust power and authority to execute and deliver,
and to carry out and perform its obligations under the terms of, the
Declaration.

         (b) The Delaware Trustee has been authorized to perform its obligations
under the Certificate of Trust and the Declaration. The Declaration under
Delaware law constitutes a legal, valid and binding obligation of the Delaware
Trustee, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, reorganization, moratorium, insolvency, and other similar
laws affecting creditors' rights generally and to general principles of equity
and the discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law).



                                      -48-
<Page>

         (c) No consent, approval or authorization of, or registration with or
notice to, any State or Federal banking authority governing the banking or trust
powers of the Institutional Trustee is required for the execution, delivery or
performance by the Delaware Trustee of the Declaration.

         (d) The Delaware Trustee has its principal place of business in the
State of Delaware.

                                  ARTICLE XIV
                                  MISCELLANEOUS

         SECTION 14.1 NOTICES.

         All notices provided for in this Declaration shall be in writing, duly
signed by the party giving such notice, and shall be delivered, telecopied or
mailed by registered or certified mail, as follows:

         (a) if given to the Trust, in care of the Regular Trustees at the
Trust's mailing address set forth below (or such other address as the Trust
may give notice of to the Institutional Trustee, the Delaware Trustee and the
Holders of the Securities):

                  St. Paul Capital Trust I
                  c/o The St. Paul Companies, Inc.
                  385 Washington Street
                  St. Paul, Minnesota  55102
                  Attention:  Bruce A. Backberg
                  With a copy to:  Treasurer

         (b) if given to the Delaware Trustee, at the mailing address set forth
below (or such other address as Delaware Trustee may give notice of to the
Holders of the Securities):

                  Chase Manhattan Bank USA, National Association
                  c/o J.P. Morgan Chase
                  500 Stanton Christiana Road, Fl 3/OPS4
                  Newark, Delaware 19713
                  Attention:  Institutional Trust Services

         (c) if given to the Institutional Trustee, at its Corporate Trust
Office (or such other address as the Institutional Trustee may give notice of to
the Holders of the Securities):

                  The Chase Manhattan Bank
                  450 West 33rd Street, 15th Floor
                  New York, New York 10001
                  Attention:  Institutional Trust Services



                                      -49-
<Page>

         (d) if given to the Holder of the Common Securities, at the mailing
address of the Sponsor set forth below (or such other address as the Holder of
the Common Securities may give notice of to the Trust):

                  The St. Paul Companies, Inc.
                  385 Washington Street
                  St. Paul, Minnesota  55102
                  Attention:  Bruce A. Backberg
                  With a copy to:  Treasurer

         (e) if given to any other Holder, at the address set forth on the books
and records of the Trust.

         All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

         SECTION 14.2 GOVERNING LAW.

         This Declaration and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware
and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws.

         SECTION 14.3 INTENTION OF THE PARTIES.

         It is the intention of the parties hereto that the Trust be classified
for United States federal income tax purposes as a grantor trust. The provisions
of this Declaration shall be interpreted to further this intention of the
parties.

         SECTION 14.4 HEADINGS.

         Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof

         SECTION 14.5 SUCCESSORS AND ASSIGNS.

         Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.



                                      -50-
<Page>

         SECTION 14.6 PARTIAL ENFORCEABILITY.

         If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder of
this Declaration, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.

         SECTION 14.7 COUNTERPARTS.

         This Declaration may contain more than one counterpart of the signature
page and this Declaration may be executed by the affixing of the signature of
each of the parties hereto to one of such counterpart signature pages. All of
such counterpart signature pages shall be read as though one, and they shall
have the same force and effect as though all of the signers had signed a single
signature page.


                                      -51-
<Page>

         IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.


                                      ______________________________________
                                      Thomas A. Bradley, as Regular Trustee


                                      ______________________________________
                                      Bruce A. Backberg, as Regular Trustee


                                      CHASE MANHATTAN BANK USA,
                                      NATIONAL ASSOCIATION, as Delaware Trustee

                                      By:___________________________________
                                      Name:
                                      Title:


                                      THE CHASE MANHATTAN BANK, as
                                      Institutional Trustee

                                      By:___________________________________
                                      Name:
                                      Title:


                                      THE ST. PAUL COMPANIES, INC., as
                                      Sponsor and Debenture Issuer

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


                                      -52-
<Page>

                                     ANNEX I
                                    TERMS OF
                       [_____]% TRUST PREFERRED SECURITIES
                        [_____]% TRUST COMMON SECURITIES

         Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of [          ] , 2001 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Securities and
the Common Securities are set out below (each capitalized term used but not
defined herein has the meaning set forth in the Declaration or, if not
defined in such Declaration, as defined in the Prospectus referred to below):

1. Designation and Number.

         (a) Preferred Securities. [_____] million ([_],000,000) Preferred
Securities of the Trust with an aggregate liquidation amount with respect to the
assets of the Trust of [__________] million dollars ($[___],000,000) and a
liquidation amount with respect to the assets of the Trust of $[ ] per preferred
security, are hereby designated for the purposes of identification only as
"[_____]% Trust Preferred Securities" (the "Preferred Securities"). The
Preferred Security Certificates evidencing the Preferred Securities shall be
substantially in the form of Exhibit A-1 to the Declaration, with such changes
and additions thereto or deletions therefrom as may be required by ordinary
usage, custom or practice or to conform to the rules of any stock exchange on
which the Preferred Securities are listed.

         (b) Common Securities. [____________________________________]
(__________) Common Securities of the Trust with an aggregate liquidation amount
with respect to the assets of the Trust of
[____________________________________] and ($_________) and a liquidation amount
with respect to the assets of the Trust of $25 per common security, are hereby
designated for the purposes of identification only as "[_____]% Trust Common
Securities" (the "Common Securities"). The Common Security Certificates
evidencing the Common Securities shall be substantially in the form of Exhibit
A-2 to the Declaration, with such changes and additions thereto or deletions
therefrom as may be required by ordinary usage, custom or practice.

2. Distributions.

         (a) Distributions payable on each Security will be fixed at a rate per
annum of [_____]% (the "Coupon Rate") of the stated liquidation amount of $25
per Security, such rate being the rate of interest payable on the Debentures to
be held by the Institutional Trustee. Distributions in arrears beyond the first
date such Distributions are payable (or would be payable if not for any
Extension Period (as defined below) or default by the Debenture Issuer on the
Debentures) will bear interest thereon at the Coupon Rate compounded quarterly
(to the extent permitted by applicable law) from the relevant payment date for
such Distribution. The term "Distributions" as used herein includes such cash
distributions and any such interest payable unless otherwise stated. A


<Page>


Distribution is payable only to the extent that payments are made in respect
of the Debentures held by the Institutional Trustee and to the extent the
Institutional Trustee has funds available therefor. The amount of
Distributions payable for any period will be computed for any full quarterly
Distribution period on the basis of a 360-day year consisting of twelve
30-day months. Distributions payable for any period shorter than a full
quarterly Distribution period for which Distributions are computed, will be
computed on the basis of a 30-day month and, for periods of less than one
month, the actual number of days elapsed during such month.

         (b) Distributions on the Securities will be cumulative, will accrue
from and including [____________, 2001], and will be payable quarterly in
arrears, on January 15, April 15, July 15 and October 15 of each year,
commencing on January 15, 2002. When, as and if available for payment,
Distributions will be made by the Institutional Trustee, except as otherwise
described below. The Debenture Issuer has the right under the Indenture to
defer payments of interest on the Debentures by extending each interest
payment period from time to time on the Debentures for a period not exceeding
20 consecutive quarterly periods (each an "Extension Period"), during which
Extension Period no interest shall be due and payable on the Debentures,
provided that no Extension Period may extend beyond the date of maturity or
prepayment of the Debentures. As a consequence of the Debenture Issuer's
extension of the interest payment period, Distributions will also be
deferred. Despite such deferral, quarterly Distributions will continue to
accrue with interest thereon (to the extent permitted by applicable law) at
the Coupon Rate compounded quarterly (to the extent permitted by applicable
law) from the relevant payment date for such Distribution during any such
Extension Period. In the event that the Debenture Issuer exercises its right
to extend the interest payment period, then (a) the Debenture Issuer shall
not declare or pay any dividend on, make any distributions with respect to,
or redeem, purchase, acquire or make a liquidation payment with respect to,
any of its capital stock or make any guarantee payment with respect thereto
(other than (i) repurchases, redemptions or other acquisitions of shares of
capital stock of The St. Paul Companies in connection with any employment
contract, benefit plan or other 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 The St. Paul
Companies as a result of an exchange or conversion of any class or series of
capital stock of The St. Paul Companies for any other class or series of The
St. Paul Companies' capital stock, (iii) the purchase of fractional interests
in shares of capital stock of The St. Paul Companies 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 The St. Paul Companies) and (b) the
Debenture Issuer shall not make any payment of interest on or principal of
(or premium, if any, on), or repay, repurchase or redeem, any debt securities
issued by the Debenture Issuer or its subsidiaries that rank pari passu with
or junior to the Debentures. The foregoing, however, will not apply to any
stock dividends paid by The St. Paul Companies where the dividend stock is
the same stock as that on which the dividend is being paid. Prior to the
termination of any such Extension Period, the Debenture Issuer may further
extend such Extension Period; provided that such Extension Period, together
with all such previous and further extensions thereof, may not exceed 20
quarterly periods; provided, further, that no Extension Period may

                                       -2-
<Page>

extend beyond the maturity of the Debentures. Payments of accrued Distributions
will be payable to Holders as they appear on the books and records of the Trust
on the first record date after the end of the Extension Period. Upon the
termination of any Extension Period and the payment of all amounts then due, the
Debenture Issuer may commence a new Extension Period, subject to the above
requirements. The Regular Trustees will give notice to each Holder of any
Extension Period upon their receipt of notice thereof from the Debenture Issuer.

         (c) Distributions on the Securities will be payable to the Holders
thereof as they appear on the books and records of the Trust at the close of
business on the relevant record dates. While the Preferred Securities remain in
book-entry only form, the relevant record dates shall be one Business Day prior
to the relevant payment dates which payment dates shall correspond to the
interest payment dates on the Debentures. Subject to any applicable laws and
regulations and the provisions of the Declaration, each such payment in respect
of the Preferred Securities will be made as described under the heading
"Book-Entry Issuance" in the Prospectus dated [ , 2001] (the "Prospectus"), of
the Trust included in the Registration Statement on Form S-3 of the Sponsor and
the Trust. The relevant record dates for the Common Securities shall be the same
record date as for the Preferred Securities. If the Preferred Securities shall
not continue to remain in book-entry only form, the relevant record dates for
the Preferred Securities shall conform to the rules of any securities exchange
on which the securities are listed and, if none, shall be selected by the
Regular Trustees, which dates shall be at least 14 days but no more than 60 days
before the relevant payment dates, which payment dates shall correspond to the
interest payment dates on the Debentures. Distributions payable on any
Securities that are not punctually paid on any Distribution payment date, as a
result of the Debenture Issuer having failed to make a payment under the
Debentures (other than while an Extension Period shall be continuing), will
cease to be payable to the Person in whose name such Securities are registered
on the relevant record date, and such defaulted Distribution will instead be
payable to the Person in whose name such Securities are registered on the
special record date or other specified date determined in accordance with the
Indenture. If any date on which Distributions are payable on the Securities is
not a Business Day, then payment of the Distribution payable on such date will
be made on the next succeeding day that 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 Distribution payment date.

         (d) In the event that there is any money or other property held by or
for the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata (as defined herein) among the Holders of the Securities.

3. Liquidation Distribution Upon Dissolution.

         In the event of any voluntary or involuntary liquidation, dissolution
or winding-up of the Trust, the Holders of the Securities on the date of the
liquidation, dissolution or


                                      -3-
<Page>

winding-up, as the case may be, will be entitled to receive out of the assets of
the Trust available for distribution to Holders of Securities after satisfaction
of liabilities of creditors, distributions in an amount equal to the aggregate
of the stated liquidation amount of $25 per Security plus accrued and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"), unless, in connection with such liquidation, dissolution, or
winding-up, Debentures in an aggregate principal amount equal to the aggregate
stated liquidation amount of, with an interest rate equal to the Coupon Rate,
and bearing accrued and unpaid interest in an amount equal to the accrued and
unpaid Distributions on, such Securities outstanding at such time, have been
distributed on a Pro Rata basis to the Holders of the Securities in exchange for
such Securities.

         If, upon any such liquidation, dissolution, or winding-up the
Liquidation Distribution can be paid only in part because the Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then the amounts payable directly by the Trust on the Securities
shall be paid on a Pro Rata basis, as such term is defined in Section 8 below.

4. Redemption and Distribution.

         (a) Upon the repayment of the Debentures in whole or in part, whether
at maturity or upon redemption (either at the option of the Debenture Issuer or
pursuant to a Special Event, as described below), the proceeds from such
repayment or payment shall be simultaneously applied to redeem Securities having
an aggregate liquidation amount equal to the aggregate principal amount of the
Debentures so repaid or redeemed at a redemption price equal to the proceeds
from such repayment or redemption of the Debentures (the "Redemption Price").
Holders shall be given not less than 30 nor more than 60 days notice of such
redemption.

         (b) If fewer than all the outstanding Securities are to be so redeemed,
the Securities will be redeemed Pro Rata and the Preferred Securities to be
redeemed will be as described in Section 4(h)(ii) below.

         (c) The Debenture Issuer shall have the right, at any time, to dissolve
the Trust and, after satisfaction of creditors, cause Debentures held by the
Institutional Trustee, having an aggregate principal amount equal to the
aggregate stated liquidation amount of, with an interest rate identical to the
Coupon Rate, and with accrued and unpaid interest equal to accrued and unpaid
Distributions on, the Securities outstanding at such time, to be distributed to
the Holders of the Securities in liquidation of such Holders' interests in the
Trust on a Pro Rata basis.

         (d) The Debenture Issuer shall have the right (subject to the
conditions set forth in the Indenture) to elect to prepay the Debentures, in
whole or in part, at any time on or after [ ], 200[ ] (the "Initial Optional
Redemption Date"), and, simultaneous with such prepayment, to cause a Like
Amount (as defined below) of the Debentures to be redeemed by the Trust at the
Optional Redemption Price on a PRO RATA basis.


                                      -4-
<Page>


         "Like Amount" means, with respect to a redemption of the Securities,
Securities having a stated liquidation amount equal to the principal amount
of Debentures to be paid in accordance with their terms.

         "Optional Redemption Price" means an amount equal to 100% of the
stated liquidation amount of the Securities to be redeemed by the Trust plus
accumulated and unpaid Distributions thereon, if any to the date of such
redemption.

         (e) The Debenture Issuer shall have the right, upon not less than 30
nor more than 60 days notice, to redeem the Debentures, in whole but not in
part, for cash within 90 days following the occurrence of a Tax Event or an
Investment Company Event (each as defined below, and each a "Special Event"),
and, following such redemption, Securities with an aggregate liquidation
amount equal to the aggregate principal amount of the Debentures so redeemed
shall be redeemed by the Trust at the Redemption Price on a Pro Rata basis.

         "Tax Event" means that the Regular Trustees shall have received an
opinion of a nationally recognized independent tax counsel experienced in
such matters (a "Tax Event Opinion") 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
political subdivision or taxing authority thereof or therein, or (b) any
interpretation or application of, or pronouncement with respect to, those
laws or regulations, by any legislative body, court, governmental agency or
regulatory authority (including the enactment of any legislation and the
publication of any judicial decision or regulatory determination), which
amendment or change is effective or which interpretation, application or
pronouncement is announced on or after [___________], 2001, there is more
than an insubstantial risk that (i) the Trust would be subject to United
States federal income tax with respect to income accrued or received on the
Debentures, (ii) the Trust would be subject to more than a de minimis amount
of other taxes, duties or other governmental charges, or (iii) interest
payable to the Trust on the Debentures would not be deductible, in whole or
in part, by the Debenture Issuer for United States federal income tax
purposes.

         "Investment Company Event" means that the Regular Trustees shall
have received an opinion of a nationally recognized independent counsel
experienced in practice under the Investment Company Act (an "Investment
Company Event Opinion") to the effect that, as a result of the occurrence of
a change in law or regulation or a written change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a "Change in 1940 Act Law"), there is a more
than an insubstantial risk that the Trust is or will be considered an
Investment Company which is required to be registered under the Investment
Company Act, which Change in 1940 Act Law becomes effective on or after
[__________], 2001.

         On and from the date fixed by the Regular Trustees for any
distribution of Debentures and dissolution of the Trust: (i) the Securities
will no longer be deemed to be

                                     -5-


<Page>


outstanding, (ii) DTC or its nominee (or any successor Clearing Agency or its
nominee), as the record Holder of the Preferred Securities, will receive a
registered global certificate or certificates representing the Debentures to
be delivered upon such distribution and (iii) any certificates representing
Securities, except for certificates representing Preferred Securities held by
DTC or its nominee (or any successor Clearing Agency or its nominee), will be
deemed to represent beneficial interests in the Debentures having an
aggregate principal amount equal to the aggregate stated liquidation amount
of, with an interest rate identical to the Coupon Rate of, and accrued and
unpaid interest equal to accrued and unpaid Distributions on such Securities
until such certificates are presented to the Debenture Issuer or its agent
for transfer or reissue.

         (f) The Trust may not redeem fewer than all the outstanding
Securities unless all accrued and unpaid Distributions have been paid on all
Securities for all quarterly Distribution periods terminating on or before
the date of redemption.

         (g) If the Debentures are distributed to Holders of the Securities,
pursuant to the terms of the Indenture, the Debenture Issuer will use its
best efforts to have the Debentures listed on the New York Stock Exchange or
on such other exchange as the Preferred Securities were listed immediately
prior to the distribution of the Debentures.

         (h) Redemption or Distribution procedures will be as follows:

                  (i) Notice of any redemption of, or notice of distribution
of Debentures in exchange for the Securities (a "Redemption/Distribution
Notice") will be given by the Trust by mail to each Holder of Securities to
be redeemed or exchanged not fewer than 30 nor more than 60 days before the
date fixed for redemption or exchange thereof which, in the case of a
redemption, will be the date fixed for redemption of the Debentures. For
purposes of the calculation of the date of redemption or exchange and the
dates on which notices are given pursuant to this Section 4(h)(i), a
Redemption/ Distribution Notice shall be deemed to be given on the day such
notice is first mailed by first-class mail, postage prepaid, to Holders of
Securities. Each Redemption/Distribution Notice shall be addressed to the
Holders of Securities at the address of each such Holder appearing in the
books and records of the Trust. No defect in the Redemption/ Distribution
Notice or in the mailing of either thereof with respect to any Holder shall
affect the validity of the redemption or exchange proceedings with respect to
any other Holder.

                  (ii) In the event that fewer than all the outstanding
Securities are to be redeemed, the Securities to be redeemed shall be
redeemed Pro Rata from each Holder of Preferred Securities, it being
understood that, in respect of Preferred Securities registered in the name of
and held of record by DTC or its nominee (or any successor Clearing Agency or
its nominee) or any nominee, the distribution of the proceeds of such
redemption will be made to each Clearing Agency Participant (or Person on
whose behalf such nominee holds such securities) in accordance with the
procedures applied by such agency or nominee.

                                     -6-


<Page>


                  (iii) If Securities are to be redeemed and the Trust gives
a Redemption/Distribution Notice, which notice may only be issued if the
Debentures are redeemed as set out in this Section 4 (which notice will be
irrevocable), then (A) while the Preferred Securities are in book-entry only
form, with respect to the Preferred Securities, by 12:00 noon, New York City
time, on the redemption date, provided, that the Debenture Issuer has paid
the Institutional Trustee a sufficient amount of cash in connection with the
related redemption or maturity of the Debentures, the Institutional Trustee
will deposit irrevocably with DTC or its nominee (or successor Clearing
Agency or its nominee) funds sufficient to pay the applicable Redemption
Price with respect to the Preferred Securities and will give DTC (or any
successor Clearing Agency) irrevocable instructions and authority to pay the
Redemption Price to the Preferred Security Beneficial Owners, and (B) with
respect to Preferred Securities issued in definitive form and Common
Securities, provided that the Debenture Issuer has paid the Institutional
Trustee a sufficient amount of cash in connection with the related redemption
or maturity of the Debentures, the Institutional Trustee will pay the
relevant Redemption Price to the Holders of such Securities by check mailed
to the address of the relevant Holder appearing on the books and records of
the Trust on the redemption date. If a Redemption/Distribution Notice shall
have been given and funds deposited as required, if applicable, then
immediately prior to the close of business on the date of such deposit, or on
the redemption date, as applicable, Distributions will cease to accrue on the
Securities so called for redemption and all rights of Holders of such
Securities so called for redemption will cease, except the right of the
Holders of such Securities to receive the Redemption Price, but without
interest on such Redemption Price. Neither the Regular Trustees nor the Trust
shall be required to register or cause to be registered the transfer of any
Securities that have been so called for redemption. If any date fixed for
redemption of Securities is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect
of any such delay) except that, if such Business Day falls in the next
calendar year, such payment will be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on such
date fixed for redemption. If payment of the Redemption Price in respect of
any Securities is improperly withheld or refused and not paid either by the
Institutional Trustee or by the Sponsor as guarantor pursuant to the
Preferred Securities Guarantee, Distributions on such Securities will
continue to accrue from the original redemption date to the actual date of
payment, in which case the actual payment date will be considered the date
fixed for redemption for purposes of calculating the Redemption Price.

                  (iv) Redemption/Distribution Notices shall be sent by the
Regular Trustees on behalf of the Trust to (A) in respect of the Preferred
Securities, DTC or its nominee (or any successor Clearing Agency or its
nominee) if the Global Certificates have been issued or, if Definitive
Preferred Security Certificates have been issued, to the Holder thereof, and
(B) in respect of the Common Securities to the Holder thereof

                  (v) Subject to the foregoing and applicable law (including,
without limitation, United States federal securities laws), the Debenture
Issuer or its affiliates may

                                     -7-


<Page>


at any time and from time to time purchase outstanding Preferred Securities
by tender, in the open market or by private agreement.

5.       Voting Rights - Preferred Securities.

         (a) Except as provided under Sections 5(b) and 7 and as otherwise
required by law and the Declaration, the Holders of the Preferred Securities
will have no voting rights.

         (b) Subject to the requirements set forth in this paragraph, the
Holders of a Majority in aggregate liquidation amount of the Preferred
Securities, voting separately as a class, may direct the time, method, and
place of conducting any proceeding for any remedy available to the
Institutional Trustee, or direct the exercise of any trust or power conferred
upon the Institutional Trustee under the Declaration, including the right to
direct the Institutional Trustee, as holder of the Debentures, to (i) direct
the time, method and place of conducting any proceeding for any remedy
available to the Debenture Trustee, or exercise any trust or power conferred
on the Debenture Trustee with respect to the Debentures, (ii) waive any past
Event of Default that is waivable under Section 5.13 of the Indenture, (iii)
exercise any right to rescind or annul a declaration that the principal of
all the Debentures shall be due and payable or (iv) consent to any amendment,
modification or termination of the Indenture or the Debentures where such
consent shall be required, provided, however, that, where a consent or action
under the Indenture would require the consent or act of the Holders of
greater than a majority in principal amount of Debentures affected thereby (a
"Super Majority"), the Institutional Trustee may only give such consent or
take such action at the written direction of the Holders of at least the
proportion in liquidation amount of the Preferred Securities which the
relevant Super Majority represents of the aggregate principal amount of the
Debentures outstanding.  The Institutional Trustee shall not revoke any
action previously authorized or approved by a vote of the Holders of the
Preferred Securities. Except with respect to directing the time, method and
place of conducting a proceeding for a remedy available to the Institutional
Trustee, the Institutional Trustee, as holder of the Debentures, shall not
take any of the actions described in clauses (i), (ii), (iii) or (iv) above
unless the Institutional Trustee has obtained, at the expense of the Holder
of Common Securities, an opinion of a nationally recognized independent tax
counsel experienced in such matters to the effect that as a result of such
action, the Trust will not fail to be classified as a grantor trust for
United States federal income tax purposes.  If the Institutional Trustee
fails to enforce its rights under the Declaration, (other than by reason of
the failure to obtain the opinion set forth in the previous sentence) any
Holder of Preferred Securities may, to the fullest extent permitted by law,
directly institute a legal proceeding against the Debenture Issuer to enforce
the Institutional Trustee's rights under the Debentures without first
instituting a legal proceeding against the Institutional Trustee or any other
Person. If a Declaration Event of Default has occurred and is continuing and
such event is attributable to the failure of the Debenture Issuer to pay
interest or principal on the Debentures on the date such interest or
principal is otherwise payable (or in the case of redemption, on the
redemption date), then a Holder of Preferred Securities may also directly
institute a

                                    -8-


<Page>


proceeding for enforcement of payment to such Holder (a "Direct Action") of
the principal of or interest on the Debentures having a principal amount
equal to the aggregate liquidation amount of the Preferred Securities of such
Holder on or after the respective due date specified in the Debentures
without first (i) directing the Institutional Trustee to enforce the terms of
the Debentures or (ii) instituting a legal proceeding directly against the
Debenture Issuer to enforce the Institutional Trustee's rights under the
Debentures.  Except as provided in the preceding sentence, the Holders of
Preferred Securities will not be able to exercise directly any other remedy
available to the Holders of the Debentures.  In connection with such Direct
Action, The St. Paul Companies will be subrogated to the rights of such
Holder of Preferred Securities under the Declaration to the extent of any
payment made by The St. Paul Companies to such Holder of Preferred Securities
in such Direct Action.

         Any required approval or direction of Holders of Preferred
Securities may be given at a separate meeting of Holders of Preferred
Securities convened for such purpose, at a meeting of all of the Holders of
Securities in the Trust or pursuant to written consent. The Regular Trustees
or, at their election, the Institutional Trustee, will cause a notice of any
meeting at which Holders of Preferred Securities are entitled to vote to be
mailed to each Holder of record of Preferred Securities. Each such notice
will include a statement setting forth (i) the date of such meeting or the
date by which such action is to be taken, (ii) a description of any
resolution proposed for adoption at such meeting on which such Holders are
entitled to vote or of such matter upon which written consent is sought and
(iii) instructions for the delivery of proxies or consents.

         No vote or consent of the Holders of the Preferred Securities will
be required for the Trust to redeem and cancel Preferred Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Securities.

         Notwithstanding that Holders of Preferred Securities are entitled to
vote or consent under any of the circumstances described above, any of the
Preferred Securities that are owned by the Sponsor or any Affiliate of the
Sponsor shall not be entitled to vote or consent and shall, for purposes of
such vote or consent, be treated as if they were not outstanding.

6.       Voting Rights - Common Securities.

         (a) Except as provided under Sections 6(b), (c) and 7 as otherwise
required by law and the Declaration, the Holders of the Common Securities
will have no voting rights.

         (b) The Holders of the Common Securities are entitled, in accordance
with Article V of the Declaration, to vote to appoint, remove or replace any
Trustee or to increase or decrease the number of Trustees.

         (c) Subject to Section 2.6 of the Declaration and only after the
Event of Default with respect to the Preferred Securities has been cured,
waived, or otherwise

                                    -9-


<Page>


eliminated and subject to the requirements of the second to last sentence of
this paragraph, the Holders of a Majority in aggregate liquidation amount of
the Common Securities, voting separately as a class, may direct the time,
method, and place of conducting any proceeding for any remedy available to
the Institutional Trustee, or direct the exercise of any trust or power
conferred upon the Institutional Trustee under the Declaration, including (i)
directing the time, method, place of conducting any proceeding for any remedy
available to the Debenture Trustee, or exercising any trust or power
conferred on the Debenture Trustee with respect to the Debentures, (ii)
waiving any past default and its consequences that is waivable under Section
5.13 of the Indenture, or (iii) exercising any right to rescind or annul a
declaration that the principal of all the Debentures shall be due and
payable, provided that, where a consent or action under the Indenture would
require the consent or act of Super Majority, the Institutional Trustee may
only give such consent or take such action at the written direction of the
Holders of at least the proportion in liquidation amount of the Common
Securities which the relevant Super Majority represents of the aggregate
principal amount of the Debentures outstanding.  Pursuant to this Section
6(c), the Institutional Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of the Preferred Securities.
Other than with respect to directing the time, method and place of conducting
any proceeding for any remedy available to the Institutional Trustee or the
Debenture Trustee as set forth above, the Institutional Trustee shall not
take any action in accordance with the directions of the Holders of the
Common Securities under this paragraph unless the Institutional Trustee has
obtained, at the expense of the Holder of Common Securities, an opinion of
tax counsel to the effect that for the purposes of United States federal
income tax the Trust will not be classified as other than a grantor trust on
account of such action.  If the Institutional Trustee fails to enforce its
rights under the Declaration, any Holder of Common Securities may institute a
legal proceeding directly against any Person to enforce the Institutional
Trustee's rights under the Declaration without first instituting a legal
proceeding against the Institutional Trustee or any other Person.

         Any approval or direction of Holders of Common Securities may be
given at a separate meeting of Holders of Common Securities convened for such
purpose, at a meeting of all of the Holders of Securities in the Trust or
pursuant to written consent. The Regular Trustees will cause a notice of any
meeting at which Holders of Common Securities are entitled to vote to be
mailed to each Holder of record of Common Securities. Each such notice will
include a statement setting forth (i) the date of such meeting, (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote and (iii) instructions for the delivery of
proxies.

         No vote or consent of the Holders of the Common Securities will be
required for the Trust to redeem and cancel Common Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Securities.

                                    -10-


<Page>


7.       Amendments to Declaration and Indenture.

         (a) In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration provides for, or
the Regular Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Securities,
whether by way of amendment to the Declaration or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than as described
in Section 8.1 of the Declaration, then the Holders of outstanding Securities
as a class, will be entitled to vote on such amendment or proposal (but not
on any other amendment or proposal) and such amendment or proposal shall not
be effective except with the approval of the Holders of at least a Majority
in liquidation amount of the Securities, voting together as a single class;
provided, however, if any amendment or proposal referred to in clause (i)
above would adversely affect only the Preferred Securities or only the Common
Securities, then only the affected class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of a Majority in liquidation amount of such class of
Securities.

         (b) In the event the consent of the Institutional Trustee as the
holder of the Debentures is required under the Indenture with respect to any
amendment, modification or termination on the Indenture or the Debentures,
the Institutional Trustee shall request the written direction of the Holders
of the Securities with respect to such amendment, modification or termination
and shall vote with respect to such amendment, modification or termination as
directed by a Majority in liquidation amount of the Securities voting
together as a single class; provided, however, that where a consent under the
Indenture would require the consent of the holders of greater than a majority
in aggregate principal amount of the Debentures (a "Super Majority", as
defined in Section 5(b)), the Institutional Trustee may only give such
consent at the direction of the Holders of at least the proportion in
liquidation amount of the Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding;
provided, further, that the Institutional Trustee shall not take any action
in accordance with the directions of the Holders of the Securities under this
Section 7(b) unless the Institutional Trustee has obtained, at the expense of
the Holder of Common Securities, an opinion of tax counsel to the effect that
for the purposes of United States federal income tax the Trust will not be
classified as other than a grantor trust on account of such action.

8.       Pro Rata.

         A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata to each
Holder of Securities according to the aggregate liquidation amount of the
Securities held by the relevant Holder in relation to the aggregate
liquidation amount of all Securities outstanding unless, in relation to a
payment, an Event of Default under the Declaration has occurred and is
continuing, in which case any funds available to make such payment shall be
paid first to each Holder of the Preferred Securities pro rata according to
the aggregate liquidation amount of Preferred Securities held by the relevant
Holder relative to the aggregate

                                    -11-


<Page>


liquidation amount of all Preferred Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Preferred Securities,
to each Holder of Common Securities pro rata according to the aggregate
liquidation amount of Common Securities held by the relevant Holder relative
to the aggregate liquidation amount of all Common Securities outstanding.

9.       Ranking.

         The Preferred Securities rank pari passu and payment thereon shall
be made Pro Rata with the Common Securities except that, where an Event of
Default occurs and is continuing under the Indenture in respect of the
Debentures held by the Institutional Trustee, the rights of Holders of the
Common Securities to payment in respect of Distributions and payments upon
liquidation, redemption and otherwise are subordinated to the rights to
payment of the Holders of the Preferred Securities.

10.      Listing.

         The Regular Trustees shall use their best efforts to cause the
Preferred Securities to be listed on the New York Stock Exchange, Inc.

11.      Acceptance of Securities Guarantee and Indenture.

         Each Holder of Preferred Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the Preferred Securities
Guarantee, including the subordination provisions therein and to the
provisions of the Indenture.

12.      No Preemptive Rights.

         The Holders of the Securities shall have no preemptive or similar
rights to subscribe for any additional securities.

13.      Miscellaneous.

         These terms constitute a part of the Declaration.

         The Sponsor will provide a copy of any one or more of the
Declaration, the Preferred Securities Guarantee and the Indenture to a Holder
without charge on written request to the Sponsor at its principal place of
business.

                                    -12-


<Page>


               EXHIBIT A-1 FORM OF PREFERRED SECURITY CERTIFICATE

         [IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT --THIS
PREFERRED SECURITY IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE DECLARATION
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY (THE "DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY. THIS PREFERRED
SECURITY IS EXCHANGEABLE FOR PREFERRED SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO TRANSFER OF THIS PREFERRED
SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED SECURITY AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
LIMITED CIRCUMSTANCES.

         UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

         Certificate Number __________
         Number of Preferred Securities ___________

         CUSIP No. _________

         Certificate Evidencing Preferred Securities of

         ST. PAUL CAPITAL TRUST I

         o% Trust Preferred Securities (Liquidation Amount $[  ] per
Preferred Security)

         ST. PAUL CAPITAL TRUST I, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that Cede &
Co. (the "Holder") is the registered owner of________________________ preferred
securities of the Trust representing preferred undivided beneficial interests in
the assets of the Trust designated the o% Trust Preferred Securities (the
"Preferred Securities"). The Preferred Securities are transferable on the books
and records of the Trust, in person or by a duly authorized

                                   A1-1


<Page>


attorney, upon surrender of this certificate duly endorsed and in proper form
for transfer. The designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred Securities are set forth in,
and this certificate and the Preferred Securities represented hereby are
issued and shall in all respects be subject to, the provisions of the Amended
and Restated Declaration of Trust of the Trust dated as of [____________], as
the same may be amended from time to time (the "Declaration"), including the
designation of the terms of the Preferred Securities as set forth in Annex I
thereto. Capitalized terms used herein but not defined shall have the meaning
given them in the Declaration. The Holder is entitled to the benefits of the
Preferred Securities Guarantee to the extent provided therein. The Sponsor
will provide a copy of the Declaration, the Preferred Securities Guarantee
and the Indenture to a Holder without charge upon written request to the
Sponsor at its principal place of business.

         The Holder of this certificate, by accepting this certificate, is
deemed to have (i) agreed to the terms of the Indenture and the Debentures,
including that the Debentures are subordinate and junior in right of payment
to all Senior Indebtedness (as defined in the Indenture) and (ii) agreed to
the terms of the Preferred Securities Guarantee, including that the Preferred
Securities Guarantee is (A) subordinate and junior in right of payment to all
Senior Indebtedness (as defined in the Indenture) of The St. Paul Companies,
(B) pari passu with the most senior preferred or preference stock now or
hereafter issued by The St. Paul Companies and with any guarantee now or
hereafter issued by The St. Paul Companies with respect to preferred or
preference stock of The St. Paul Companies' affiliates and (C) senior to The
St. Paul Companies' common stock.

         Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

         By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Preferred
Securities as evidence of indirect beneficial ownership in the Debentures.

         IN WITNESS WHEREOF, the Trust has executed this certificate this [ ]
day of [   ], 2001.

                                   ST. PAUL CAPITAL TRUST I
                                   --------------------------



                                   ---------------------------
                                   By: Bruce A. Backberg
                                   Title: Regular Trustee

                                    A1-2



<Page>


              INSTITUTIONAL TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


                                      By:
                                         --------------------------------------
                                         Authorized Officer

                                    A1-3


<Page>


                           [FORM OF REVERSE SECURITY]

         Distributions payable on each Preferred Security will be fixed at a
rate per annum of  % (the "Coupon Rate") of the stated liquidation amount of
$25 per Preferred Security, such rate being the rate of interest payable on
the Debentures to be held by the Institutional Trustee. Distributions in
arrears will bear interest thereon at the Coupon Rate compounded quarterly
(to the extent permitted by applicable law). The term "Distributions" as used
herein includes such cash distributions and any such interest payable unless
otherwise stated. A Distribution is payable only to the extent that payments
are made in respect of the Debentures held by the Institutional Trustee and
to the extent the Institutional Trustee has funds available therefor. The
amount of Distributions payable for any period will be computed for any full
quarterly Distribution period on the basis of a 360-day year consisting of
twelve 30-day months. Distributions payable for any period of less than a
full quarterly 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 per
30-day month.

         Distributions on the Preferred Securities will be cumulative, will
accrue from the date of original issuance and will be payable quarterly in
arrears, on the following dates, which dates correspond to the interest
payment dates on the Debentures: January 15, April 15, July 15 and October 15
of each year, commencing on January 15, 2002, except as otherwise described
below. The Debenture Issuer has the right under the Indenture to defer
payments of interest by extending the interest payment period from time to
time on the Debentures for a period not exceeding 20 quarterly periods (each
an "Extension Period") and, as a consequence of such deferral, Distributions
will also be deferred. Despite such deferral, quarterly Distributions will
continue to accrue with interest thereon (to the extent permitted by
applicable law) at the Coupon Rate compounded quarterly during any such
Extension Period. Prior to the termination of any such Extension Period, the
Debenture Issuer may further extend such Extension Period; PROVIDED THAT such
Extension Period together with all such previous and further extensions
thereof may not exceed 20 quarterly periods or extend beyond the maturity
(whether at the stated maturity or by declaration of acceleration, call for
redemption or otherwise) of the Debentures under the Indenture. Payments of
accrued Distributions will be payable to Holders as they appear on the books
and records of the Trust on the first record date after the end of the
Extension Period. Upon the termination of any Extension Period and the
payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements.

         The Preferred Securities shall be redeemable as provided in the
Declaration.

                                    A1-4


<Page>


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security Certificate to:

________________________________________________________________________________

________________________________________________________________________________

_______________ (Insert assignee's social security or tax identification number)

________________________________________________________________________________

________________________________________________________________________________

_____________ (Insert address and zip code of assignee) and irrevocably appoints

________________________________________________________________________________

________________________________________________________________________________

_______________________________________________________________________ agent to
transfer this Preferred Security Certificate on the books of the Trust.  The
agent may substitute another to act for him or her.

Date: ___________________________

Signature: _______________________
(Sign exactly as your name appears on the other side of this Preferred Security
Certificate)


<Page>


                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

         TRANSFER OF THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SET FORTH IN
THE DECLARATION REFERRED TO BELOW

         Certificate Number ____________

         Number of Common Securities ____________

         Certificate Evidencing Common Securities of ____________

         ST. PAUL CAPITAL TRUST I

          % Trust Common Securities (Liquidation Amount $25 per Common Security)

         ST. PAUL CAPITAL TRUST I, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that The
St. Paul Companies, Inc., a Minnesota corporation, (the "Holder") is the
registered owner of   ( ) common securities of the Trust representing
undivided beneficial interests in the assets of the Trust designated the  %
Trust Common Securities (the "Common Securities"). The Common Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer and satisfaction of the other conditions set forth
in the Declaration (as defined below), including, without limitation, Section
9.1 thereof. The designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Common Securities represented hereby
are issued and shall in all respects be subject to the provisions of the
Amended and Restated Declaration of Trust of the Trust dated as of [ ], as
the same may be amended from time to time (the "Declaration"), including the
designation of the terms of the Common Securities as set forth in Annex I
thereto. Capitalized terms used herein but not defined shall have the meaning
given them in the Declaration. The Sponsor will provide a copy of the
Declaration and the Indenture to a Holder without charge upon written request
to the Sponsor at its principal place of business.

         Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

         The Holder of this certificate, by accepting this certificate, is
deemed to have agreed to the terms of the Indenture and the Debentures,
including that the Debentures are subordinate and junior in right of payment
to all Senior Indebtedness (as defined in the Indenture) as and to the extent
provided in the Indenture.

                                    A2-1


<Page>


         By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Common Securities
as evidence of indirect beneficial ownership in the Debentures.

         IN WITNESS WHEREOF, the Trust has executed this certificate this day
of [                 ].

                                    ST. PAUL CAPITAL TRUST I



                                    ____________________________________________
                                    By: Bruce A. Backberg
                                    Title: Regular Trustee

                                    A2-2


<Page>


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Common Security
Certificate to:

________________________________________________________________________________

________________________________________________________________________________

_______________ (Insert assignee's social security or tax identification number)

________________________________________________________________________________

________________________________________________________________________________

_____________ (Insert address and zip code of assignee) and irrevocably appoints

________________________________________________________________________________

________________________________________________________________________________

_______________________________________________________________________ agent to
transfer this Common Security Certificate on the books of the Trust.  The agent
may substitute another to act for him or her.

Date: ___________________________

Signature: _______________________ (Sign exactly as your name appears on the
other side of this Common Security Certificate)


<Page>


                                    EXHIBIT B

                         FORM OF UNDERWRITING AGREEMENT









                                     B-1