Exhibit 4.25


 




 





COMMON SECURITIES
GUARANTEE AGREEMENT


 


ST. PAUL TRAVELERS
CAPITAL TRUST [II] [III] [IV] [V]


 


 


DATED AS OF          ,
200 




 





 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
   

  
	
  Definitions and
  Interpretation

  	
   

  
	
  SECTION 1.1

  	
  Definitions and Interpretation

  	
   

  
	
  SECTION 1.2

  	
  Interpretation

  	
   

  
	
  ARTICLE II

  	
   

  
	
  Guarantee

  	
   

  
	
  SECTION 2.1

  	
  Guarantee

  	
   

  
	
  SECTION 2.2

  	
  Waiver of Notice and Demand

  	
   

  
	
  SECTION 2.3

  	
  Obligations Not Affected

  	
   

  
	
  SECTION 2.4

  	
  Rights of Holders

  	
   

  
	
  SECTION 2.5

  	
  Guarantee of Payment

  	
   

  
	
  SECTION 2.6

  	
  Subrogation

  	
   

  
	
  SECTION 2.7

  	
  Independent Obligations

  	
   

  
	
  ARTICLE III

  	
   

  
	
  Limitation of
  Transactions; Subordination

  	
   

  
	
  SECTION 3.1

  	
  Limitation of Transactions

  	
   

  
	
  SECTION 3.2

  	
  Ranking

  	
   

  
	
  ARTICLE IV

  	
   

  
	
  Termination

  	
   

  
	
  SECTION 4.1

  	
  Termination

  	
   

  
	
  ARTICLE V

  	
   

  
	
  Miscellaneous

  	
   

  
	
  SECTION 5.1

  	
  Successors and Assigns

  	
   

  
	
  SECTION 5.2

  	
  Amendments

  	
   

  
	
  SECTION 5.3

  	
  Notices

  	
   

  
	
  SECTION 5.4

  	
  Benefit

  	
   

  
	
  SECTION 5.5

  	
  Governing Law

  	
   

  



 





















 


COMMON SECURITIES
GUARANTEE AGREEMENT


 


This GUARANTEE AGREEMENT
(the “Common Securities Guarantee”), dated as of [         ,
200  ], is executed and delivered by The St. Paul Travelers
Companies, Inc., a Minnesota corporation (the “Guarantor”), for the
benefit of the Holders (as defined herein) from time to time of the Common
Securities (as defined herein) of St. Paul Travelers Capital Trust [II] [III]
[IV] [V], a Delaware statutory trust (the “Issuer”).


 


WHEREAS, pursuant to an
Amended and Restated Declaration of Trust (the “Declaration”), dated as of [        ,
200  ], among the trustees of the Issuer named therein, the
Guarantor, as sponsor, and the holders from time to time of undivided
beneficial interests in the assets of the Issuer, the Issuer is issuing on the
date hereof up to $[           ]
aggregate liquidation preference of its [ ]% Common Securities (stated
liquidation amount [$ ] per common security) (the “Common Securities”)
representing undivided beneficial interests in the assets of the Issuer and
having the terms set forth in the Declaration;


 


WHEREAS, as incentive for
the Holders to purchase the Common Securities, the Guarantor desires to
irrevocably and unconditionally agree, to the extent set forth in this Common
Securities Guarantee, to pay to the Holders of the Common Securities the
Guarantee Payments (as defined herein) and to make certain other payments on
the terms and conditions set forth herein; and


 


WHEREAS, the Guarantor is
also executing and delivering a guarantee agreement (the “Preferred Securities
Guarantee”) in substantially identical terms to this Common Securities
Guarantee for the benefit of the holders of the Preferred Securities (as
defined herein), except that if an Event of Default (as defined in the
Indenture), has occurred and is continuing, the rights of Holders of the Common
Securities to receive Guarantee Payments under this Common Securities Guarantee
are subordinated to the rights of holders of Preferred Securities to receive
Guarantee Payments under the Preferred Securities Guarantee.


 


NOW, THEREFORE, in
consideration of the purchase by each Holder of Common Securities, which
purchase the Guarantor hereby acknowledges and agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Common Securities Guarantee
for the benefit of the Holders.


 


ARTICLE I


 


DEFINITIONS AND
INTERPRETATION


 


SECTION 1.1  Definitions and Interpretation


 


In this Common Securities
Guarantee, unless the context otherwise requires:


 


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


 


(b) terms
defined in the Declaration as at the date of execution of this Common
Securities Guarantee have the same meaning when used in this Common Securities
Guarantee unless otherwise defined in this Common Securities Guarantee or
unless otherwise required;


 


(c) a term
defined anywhere in this Common Securities Guarantee has the same meaning
throughout;


 


(d) all
references to “the Common Securities Guarantee” or “this Common Securities
Guarantee” are to this Common Securities Guarantee as modified, supplemented or
amended from time to time;


 


(e) all
references in this Common Securities Guarantee to Articles and Sections are to
Articles and Sections of this Common Securities Guarantee unless otherwise
specified; and


 


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


 





















 


“Debentures” mean the
series of subordinated debt securities of the Guarantor designated the[ ]%
Subordinated Debentures due [ ] held by the Institutional Trustee (as defined
in the Declaration) of the Issuer.


 


“Guarantee Payments”
shall mean the following payments or distributions, without duplication, with
respect to the Common Securities, to the extent not paid or made by the Issuer:
(i) any accrued and unpaid Distributions which are required to be paid on
such Common Securities to the extent the Issuer shall have funds available
therefor, (ii) the redemption price, including all accrued and unpaid
Distributions to the date of redemption (the “Redemption Price”) to the extent
the Issuer has funds available therefor, with respect to any Common Securities
called for redemption by the Issuer, and (iii) upon a voluntary or
involuntary dissolution, winding-up or termination of the Issuer (other than in
connection with the distribution of Debentures to the Holders in exchange for
Common Securities as provided in the Declaration), the lesser of (a) the
aggregate of the liquidation amount and all accrued and unpaid Distributions on
the Common Securities to the date of payment, to the extent the Issuer has
funds available therefor, and (b) the amount of assets of the Issuer
remaining available for distribution to Holders in liquidation of the Issuer
(in either case, the “Liquidation Distribution”). If an Event of Default (as
defined in the Indenture), has occurred and is continuing, the rights of
Holders of the Common Securities to receive Guarantee Payments under this
Common Securities Guarantee are subordinated to the rights of the holders of
Preferred Securities to receive guarantee payments under the Preferred
Securities Guarantee.


 


“Holder” shall mean any
holder, as registered on the books and records of the Issuer, of any Common
Securities.


 


“Preferred Securities”
mean the securities representing preferred undivided beneficial interests in
the assets of the Issuer.


 


SECTION 1.2 
Interpretation


 


Each definition in this
Guarantee Agreement includes the singular and the plural, and references to the
neuter gender include the masculine and feminine where appropriate. Terms which
relate to accounting matters shall be interpreted in accordance with generally accepted
accounting principles in effect from time to time. All references to “the
Guarantee Agreement” are to this Guarantee Agreement as modified, supplemented
or amended from time to time. References to any statute mean such statute as
amended at the time and include any successor legislation. The word “or” is not
exclusive, and the words “herein,” “hereof’ and “hereunder” refer to this
Guarantee Agreement as a whole. The headings to the Articles and Sections are
for convenience of reference and shall not affect the meaning or interpretation
of this Guarantee Agreement. References to Articles and Sections mean the
Articles and Sections of this Guarantee Agreement unless otherwise specified.


 


ARTICLE II


 


GUARANTEE


 


SECTION 2.1 Guarantee


 


The Guarantor irrevocably
and unconditionally agrees to pay in full to the Holders the Guarantee
Payments, as and when due, regardless of any defense, right of set-off or
counterclaim which the Issuer may have or assert. The Guarantor’s obligation to
make a Guarantee Payment may be satisfied by direct payment of the required
amounts by the Guarantor to the Holders or by causing the Issuer to pay such
amounts to the Holders.


 


SECTION 2.2  Waiver of Notice and Demand


 


The Guarantor hereby
waives notice of acceptance of this Common Securities Guarantee and of any
liability to which it applies or may apply, presentment, demand for payment,
any right to require a proceeding first against the Issuer or any other Person
before proceeding against the Guarantor, protest, notice of nonpayment, notice
of dishonor, notice of redemption and all other notices and demands.


 





















 


SECTION 2.3  Obligations Not Affected


 


The obligations,
covenants, agreements and duties of the Guarantor under this Common Securities
Guarantee shall in no way be affected or impaired by reason of the happening
from time to time of any of the following:


 


(a) the
release or waiver, by operation of law or otherwise, of the performance or
observance by the Issuer of any express or implied agreement, covenant, term or
condition relating to the Common Securities to be performed or observed by the
Issuer;


 


(b) the
extension of time for the payment by the Issuer of all or any portion of the
Distributions, Redemption Price, Liquidation Distribution or any other sums
payable under the terms of the Common Securities or the extension of time for
the performance of any other obligation under, arising out of, or in connection
with, the Common Securities (other than an extension of time for payment of
Distributions, Redemption Price, Liquidation Distribution or other sum payable
that results from the extension of any interest payment period on the
Debentures as permitted by the Indenture);


 


(c) any
failure, omission, delay or lack of diligence on the part of the Holders to
enforce, assert or exercise any right, privilege, power or remedy conferred on
the Holders pursuant to the terms of the Common Securities, or any action on
the part of the Issuer granting indulgence or extension of any kind;


 


(d) the
voluntary or involuntary liquidation, dissolution, sale of any collateral,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of debt of, or other
similar proceedings affecting, the Issuer or any of the assets of the Issuer;


 


(e) any
invalidity of, or defect or deficiency in, the Common Securities;


 


(f) the
settlement or compromise of any obligation guaranteed hereby or hereby
incurred; or


 


(g) any other
circumstance whatsoever that might otherwise constitute a legal or equitable
discharge or defense of a guarantor, it being the intent of this Section 2.3
that the obligations of the Guarantor hereunder shall be absolute and
unconditional under any and all circumstances.


 


There shall be no
obligation of the Holders to give notice to, or obtain consent of, the
Guarantor with respect to the happening of any of the foregoing.


 


SECTION 2.4 
Rights of Holders


 


The Guarantor expressly
acknowledges that any Holder of Common Securities may institute a legal
proceeding directly against the Guarantor to enforce its rights under this
Common Securities Guarantee, without first instituting a legal proceeding
against the Issuer or any other Person.


 


SECTION 2.5  Guarantee of Payment


 


This Common Securities
Guarantee creates a guarantee of payment and not of collection.


 


SECTION 2.6 
Subrogation


 


The Guarantor shall be
subrogated to all (if any) rights of the Holders of Common Securities against
the Issuer in respect of any amounts paid to such Holders by the Guarantor
under this Common Securities Guarantee; provided, however, that the Guarantor
shall not (except to the extent required by mandatory provisions of law) be
entitled to enforce or exercise any rights which it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Common Securities Guarantee, if, at the time of
any such payment, any amounts are due and unpaid under this Common Securities
Guarantee. If any amount shall be paid to the Guarantor in violation of the
preceding sentence, the Guarantor agrees to hold such amount in trust for the
Holders and to pay over such amount of the Holders.


 





















 


SECTION 2.7  Independent Obligations


 


The Guarantor
acknowledges that its obligations hereunder are independent of the obligations
of the Issuer with respect to the Common Securities and that the Guarantor
shall be liable as principal and as debtor hereunder to make Guarantee Payments
pursuant to the terms of this Common Securities Guarantee notwithstanding the
occurrence of any event referred to in subsections (a) through (g),
inclusive, of Section 2.3 hereof.


 


ARTICLE III


 


LIMITATION OF
TRANSACTIONS; SUBORDINATION


 


SECTION 3.1  Limitation of Transactions


 


So long as any Common
Securities remain outstanding, if there shall have occurred any event that
would constitute an Event of Default or an event of default under the
Declaration, then (a) the Guarantor 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 (other
than (i) repurchases, redemptions or other acquisitions of shares of
capital stock of the Guarantor in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit of employees,
officers, directors or consultants, (ii) as a result of a reclassification
of the Guarantor’s capital stock, or the exchange or conversion of any class or
series of the Guarantor’s capital stock for any other class or series of the
Guarantor’s capital stock, (iii) the purchase of fractional interests in
shares of the Guarantor’s capital stock 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 Guarantor) or make any guarantee payment with respect thereto and (b) the
Guarantor 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 Guarantor which rank pari passu with or junior to the Debentures
and the Guarantor shall not make any guarantee payments with respect thereto
(other than pursuant to the Preferred Security Guarantee); provided, however,
the Guarantor may declare and pay a stock dividend where the dividend stock is
the same stock as that on which the dividend is being paid.


 


SECTION 3.2 
Ranking


 


This Common Securities
Guarantee will constitute an unsecured obligation of the Guarantor and will
rank (i) subordinate and junior in right of payment to all Senior
Indebtedness (as defined in the Indenture) of the Guarantor, (ii) pari
passu with the most senior preferred or preference stock now or hereafter
issued by the Guarantor and with any guarantee now or hereafter entered into by
the Guarantor in respect of any preferred or preference stock of any Affiliate
of the Guarantor, and (iii) senior to the Guarantor’s common stock. If an
Event of Default has occurred and is continuing under the Declaration, the
rights of the holders of the Common Securities to receive Guarantee Payments
under this Common Securities Guarantee shall be subordinated to the rights of
the holders of the Preferred Securities to receive payment of all amounts due
and owing under the terms of the Preferred Guarantee.


 


ARTICLE IV


 


TERMINATION


 


SECTION 4.1 
Termination


 


This Common Securities
Guarantee shall terminate upon full payment of the Redemption Price of all
Common Securities, upon the distribution of the Debentures to the Holders of
all of the Common Securities or upon full payment of the amounts payable in
accordance with the Declaration upon liquidation of the Issuer. Notwithstanding
the foregoing, this Common Securities Guarantee will continue to be effective
or will be reinstated, as the case may be, if at any time any Holder of Common
Securities must restore payment of any sums paid under the Common Securities or
under this Common Securities Guarantee.


 





















 


ARTICLE V


 


MISCELLANEOUS


 


SECTION 5.1  Successors and Assigns


 


All guarantees and
agreements contained in this Common Securities Guarantee shall bind the
successors, assigns, receivers, trustees and representatives of the Guarantor
and shall inure to the benefit of the Holders of the Common Securities then
outstanding.


 


SECTION 5.2 
Amendments


 


Except with respect to
any changes which do not adversely affect the rights of Holders (in which case
no consent of Holders will be required), this Common Securities Guarantee may
only be amended with the prior approval of the Holders of at least a majority
in liquidation amount of all the outstanding Common Securities. The provisions
of Section 12.2 of the Declaration with respect to meetings of Holders of
the Securities apply to the giving of such approval.


 


SECTION 5.3 
Notices


 


All notices
provided for in this Common Securities Guarantee 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 Issuer, in care of the Regular Trustee at the Issuer’s mailing address
set forth below (or such other address as the Issuer may give notice of to the
Holders of the Common Securities):


 


St. Paul Travelers
Capital Trust [II] [III] [IV] [V]


c/o The St. Paul
Travelers Companies, Inc.


385 Washington Street


St. Paul, Minnesota 55102


Attention: Bruce A.
Backberg


 


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


 


The St. Paul Travelers
Companies, Inc.


385 Washington Street


St. Paul, Minnesota 55102


Attention: Bruce A.
Backberg


 


(c) if given
to any Holder of the Common Securities, at the address set forth on the books
and records of the Issuer.


 


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 5.4 
Benefit


 


This Common Securities
Guarantee is solely for the benefit of the Holders of the Common Securities and
is not separately transferable from the Common Securities.


 


SECTION 5.5 
Governing Law


 


THIS COMMON SECURITIES
GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND


 





















 


INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.


 


IN WITNESS WHEREOF, the
parties hereto have caused this Common Securities Guarantee Agreement to be
duly executed as of the date hereof.


 


	
   

  	
  THE ST. PAUL TRAVELERS COMPANIES, INC.,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Bruce A. Backberg

  
	
   

  	
   

  	
  Title: Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
  ST. PAUL TRAVELERS CAPITAL TRUST [II]

  [III] [IV] [V],

  
	
   

  	
  as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Bruce A. Backberg

  
	
   

  	
   

  	
  Title: Regular Trustee