Exhibit 4.19


 


AMENDMENT NO. 1


 


TO


 


DECLARATION OF TRUST


 


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


 


WHEREAS, the Sponsor and the Trustees entered into the Declaration of
Trust pursuant to which the Trust was formed;


 


WHEREAS, the Sponsor desires to amend the Declaration of Trust to change
the name of the Trust as set forth in this Amendment and to replace one of the
attorneys-in-fact appointed in the Declaration of Trust;


 


NOW THEREFORE, in consideration of the recitals set forth above, and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:


 


SECTION 1.           The
Amendments.


 


(a)           The
name of the Trust shall be changed from “St. Paul Capital Trust II” to “St.
Paul Travelers Capital Trust II”.  Each
reference in the Declaration of Trust to “St. Paul Capital Trust II” shall be
replaced with “St. Paul Travelers Capital Trust II.”


 


(b)           Section 5
of the Declaration of Trust is amended by removing Thomas Bergmann, as
attorney-in-fact, and replacing him with Paul H. McDonough.  The Sponsor hereby appoints Paul H. McDonough
as such attorney-in-fact.


 


(c)           Upon
the effectiveness of this Amendment, the Trustees shall execute and file with
the Delaware Secretary of State a Certificate of Amendment to the Certificate
of Trust of the Trust in the form of Exhibit A attached hereto.


 


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SECTION 2.           Effect
of Amendment.


 


This Amendment shall be effective and the Declaration of Trust shall be
deemed to be modified and amended in accordance herewith upon the receipt by
the parties hereto of counterparts hereof executed and delivered on behalf of
each of the parties hereto.  The
respective rights, limitations, obligations, duties, liabilities and immunities
of the Sponsor and the Trustees shall hereafter be determined, exercised and
enforced subject in all respects to this Amendment, and all the terms and
conditions of the Declaration of Trust for any and all purposes.  The Declaration of Trust, as amended hereby,
is hereby ratified and confirmed in all respects.


 


SECTION 3.           Counterparts.


 


This Amendment may be executed by the parties hereto in separate
counterparts, each of which when so executed shall be an original but all of
which shall constitute but one and the same instrument.


 


SECTION 4.           Governing
Law.


 


THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
UNDER THIS AMENDMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES.


 


SECTION 5.           Severability
of Provisions.


 


If any one or more of the covenants, agreements, provisions or terms of
this Amendment shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Amendment and
shall in no way affect the validity or enforceability of the other provisions
of this Amendment.


 


SECTION 6.           Section Headings.


 


The section headings herein are for convenience of reference only,
and shall not limit or otherwise affect the meaning hereof.


 


[SIGNATURE PAGE FOLLOWS]


 


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IN WITNESS WHEREOF, the Trustor and the Trustees have caused this
Amendment to be duly executed by their respective officers as of the day and
year first above written.


 


 


	
   

  	
  THE ST. PAUL TRAVELERS COMPANIES, INC.,
  as

  Sponsor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce A.
  Backberg

  	
   

  
	
   

  	
   

  	
  Name: Bruce A. Backberg

  
	
   

  	
   

  	
  Title: 
  Senior Vice President and Corporate

  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHASE
  MANHATTAN BANK USA, NATIONAL

  ASSOCIATION, as Delaware Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John J.
  Cashin

  	
   

  
	
   

  	
   

  	
  Name: John
  J. Cashin

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce A.
  Backberg

  	
   

  
	
   

  	
   

  	
  Name: Bruce A. Backberg, as Administrative

  Trustee

  



 


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EXHIBIT A


 


CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF TRUST

OF

ST. PAUL CAPITAL TRUST II


 


THIS Certificate of Amendment to Certificate of Trust (the “Amendment”)
of St. Paul Capital Trust II (the “Trust”) is being duly executed and filed on
behalf of the Trust by each of the undersigned, as trustees, to amend the Certificate
of Trust of the Trust which was filed on November 14, 2001 (the “Certificate
of Trust”), with the Secretary of State of the State of Delaware under the
Delaware Statutory Trust Act (12 Del. C. § 3801 et  seq.)
(the “Act”).


 


1.             Name.     The
name of the statutory trust amended hereby is St. Paul Capital Trust II.


 


2.             Amendment.         The
Certificate of Trust is hereby amended by changing the name of the Trust to St.
Paul Travelers Capital Trust II.


 


3.             Effective Date.  This Amendment shall be effective upon filing.


 


IN WITNESS WHEREOF, each of the undersigned, as trustees of the Trust,
have executed this Amendment in accordance with Section 3811(a)(2) of
the Act.


 


	
   

  	
  CHASE
  MANHATTAN BANK USA, NATIONAL ASSOCIATION, as
  Delaware Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Bruce A. Backberg, as Administrative

  Trustee