Exhibit 4.22


 


DECLARATION OF
TRUST


 


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


 


1.                                       The
trust created hereby (the “Trust”) shall be known as “St. Paul Travelers Capital
Trust V” in which name the Trustees, or the Sponsor to the extent provided
herein, may engage in the transactions contemplated hereby, make and execute
contracts, and sue and be sued.


 


2.                                       The
Sponsor hereby assigns, transfers, conveys and sets over to the Trustees the
sum of $100. The Administrative Trustee hereby acknowledges receipt of such
amount in trust from the Sponsor, which amount shall constitute the initial
trust estate.  The Administrative Trustee
hereby declares that it will hold the trust estate in trust for the Sponsor. It
is the intention of the parties hereto that the Trust created hereby
constitutes a statutory trust under Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. Section 3801 et seq. (the “Statutory Trust Act”), and
that this document constitutes the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate
of trust with the Secretary of State of the State of Delaware in accordance
with the provisions of the Statutory Trust Act.


 


3.                                       The
Sponsor and the Trustees will enter into an Amended and Restated Declaration of
Trust, satisfactory to each such party and substantially in the form included
as an exhibit to the 1933 Act Registration Statement (as defined below), to
provide for the contemplated operation of the Trust created hereby and the
issuance of the Preferred Securities referred to therein. Prior to the
execution and delivery of such Amended and Restated Declaration of Trust, (i) the
Delaware Trustee shall not have any duty or obligation hereunder or with
respect to the trust estate, except as otherwise required by applicable law,
and (ii) the Administrative Trustee and the Sponsor shall take any action
as may be necessary to obtain prior to such execution and delivery any
licenses, consents or approvals required by applicable law or otherwise.
Notwithstanding the foregoing, the Trustees may take all actions deemed proper
as are necessary to effect the transactions contemplated herein.


 


4.                                       The
Sponsor hereby agrees to (i) reimburse the Delaware Trustee for all
reasonable expenses (including reasonable fees and expenses of counsel and
other experts), (ii) indemnify, defend and hold harmless the Delaware
Trustee and any of the officers, directors, employees and agent of the Delaware
Trustee (collectively, including the Delaware Trustee in its individual
capacity, the “Indemnified Persons”) from and against any and all losses,
damages, liabilities, claims, actions, suits, costs, expenses, disbursements
(including the reasonable fees and expenses of counsel), taxes and penalties of
any kind and nature whatsoever (collectively, “Expenses”), to the extent that
such Expenses arise out of or are imposed upon or asserted at any time against
such Indemnified Persons with respect to the performance of this Declaration,
the creation, operation, administration or termination of the Trust, or the
transactions contemplated


 


1





















 


hereby; provided, however, that the Sponsor shall not be required to
indemnify any Indemnified Person for Expenses to the extent such Expenses
result from the willful misconduct, bad faith or negligence of such Indemnified
Person, and (iii) advance to such Indemnified Person Expenses (including
reasonable legal fees) incurred by such Indemnified Person in defending any
claim, demand, action, suit or proceeding prior to the final disposition of
such claim, demand, action, suit or proceeding upon receipt by the Sponsor of
an undertaking by or on behalf of the Indemnified Person to repay such amount
if it shall be determined that the Indemnified Person is not entitled to be
indemnified therefor under this Section 4.


 


5.                                       The
Sponsor, as the sponsor of the Trust, is hereby authorized, in its discretion (i) to
file with the Securities and Exchange Commission (the “Commission”) and
execute, in each case on behalf of the Trust, (a) a registration statement
on Form S-3 (the “1933 Act Registration Statement”), including any
pre-effective or post-effective amendments thereto (including the prospectus,
prospectus supplements and the exhibits contained therein), and any
registration statement filed pursuant to Rule 462 under the Securities Act
of 1933, as amended (the “1933 Act”), relating to the registration under the
1933 Act of the Preferred Securities of the Trust and certain other securities
and (b) a Registration Statement on Form 8-A (the “1934 Act Registration
Statement”), including any pre-effective and post-effective amendments thereto,
relating to the registration of the Preferred Securities of the Trust under Section 12(b) or
12(g) of the Securities Exchange Act of 1934, as amended; (ii) to
file with the New York Securities Exchange or any other national stock exchange
or The Nasdaq National Market (each, an “Exchange”) and execute on behalf of
the Trust one or more listing applications and all other applications,
statements, certificates, agreements and other instruments as shall be
necessary or desirable to cause the Preferred Securities to be listed on any of
the Exchanges; (iii) to file and execute on behalf of the Trust such
applications, reports, surety bonds, irrevocable consents, appointments of
attorney for service of process and other papers and documents as shall be
necessary or desirable to register the Preferred Securities under the
securities or blue sky laws of such jurisdictions as the Sponsor on behalf of
the Trust, may deem necessary or desirable; and (iv) to execute, deliver
and perform on behalf of the Trust that certain Underwriting Agreement relating
to the Preferred Securities, among the Trust, the Sponsor and the several
Underwriters named therein, substantially in the form included as an exhibit to
the 1933 Act Registration Statement. In the event that any filing referred to
in clauses (i), (ii) and (iii) above is required by the rules and
regulations of the Commission, an Exchange or state securities or blue sky
laws, to be executed on behalf of the Trust by any of the Trustees, each of the
Trustees, in its capacity as a trustee of the Trust, is hereby authorized and
directed to join in any such filing and to execute on behalf of the Trust any
and all of the foregoing. In connection with the filings referred to above, the
Sponsor hereby constitutes and appoints Bruce A. Backberg and Paul H. McDonough
and each of them, as its true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for the Sponsor or in the
Sponsor’s name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the 1933 Act Registration
Statement (and any registration statement filed pursuant to Rule 462
promulgated pursuant to the 1933 Act) and the 1934 Act Registration Statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, any Exchange and administrators of
state securities or blue sky laws, granting unto said attorney-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as the Sponsor might or could do in person, thereby
ratifying and confirming all that


 


2





















 


said attorneys-in-fact and agents or any of them, or their respective
substitute or substitutes, shall do or cause to be done by virtue hereof.


 


6.                                       The
Delaware Trustee shall take such action or refrain from taking such action
under this Declaration as it may be directed in writing by the Sponsor from
time to time; provided, however, that the Delaware Trustee shall not be
required to take or refrain from taking any such action if it shall have
determined, or shall have been advised by counsel, that such performance is
likely to involve the Delaware Trustee in personal liability or is contrary to
the terms of this Declaration or of any document contemplated hereby to which
the Trust or the Delaware Trustee is a party or is otherwise contrary to law.
If at any time the Delaware Trustee determines that it requires or desires
guidance regarding the application of any provision of this Declaration or any
other document, then the Delaware Trustee may deliver a notice to the Sponsor
requesting written instructions as to the course of action desired by the
Sponsor, and such instructions shall constitute full and complete authorization
and protection for actions taken by the Delaware Trustee in reliance thereon.
If the Delaware Trustee does not receive such instructions it may refrain from
taking any action with respect to the matters described in such notice to the
Sponsor.


 


7.                                       This
Declaration of Trust may be executed in one or more counterparts.


 


8.                                       The
number of Trustees initially shall be two (2) and thereafter the number of
Trustees shall be such number as shall be fixed from time to time by a written
instrument signed by the Sponsor which may increase or decrease the number of
Trustees; provided, however, that to the extent required by the Statutory Trust
Act, one Trustee shall either be a natural person who is a resident of the
State of Delaware or, 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 Delaware law. Subject to the foregoing, the Sponsor
is entitled to appoint or remove without cause any Trustee at any time. A
Trustee may resign upon thirty (30) days’ prior notice to the Sponsor.


 


9.                                       This
Declaration of Trust shall be governed by, and construed in accordance with,
the internal laws of the State of Delaware.


 


[SIGNATURE
PAGE FOLLOWS]


 


3





















 


IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed 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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Bruce A.
  Backberg

  	
   

  
	
   

  	
   

  	
  Name: Bruce A. Backberg, as

  Administrative Trustee

  
					



 


4