Exhibit 4.24


 




 





PREFERRED
SECURITIES GUARANTEE AGREEMENT


 


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


 


 


DATED AS OF            ,
200  




 





 





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  PAGE

  
	
  ARTICLE I

  	
   

  
	
  DEFINITIONS AND
  INTERPRETATION

  	
   

  
	
  SECTION 1.1

  	
  Definitions and Interpretation

  	
   

  
	
  ARTICLE II

  	
   

  
	
  TRUST INDENTURE
  ACT

  	
   

  
	
  SECTION 2.1

  	
  Trust Indenture Act; Application

  	
   

  
	
  SECTION 2.2

  	
  Lists of Holders of Securities

  	
   

  
	
  SECTION 2.3

  	
  Reports by the Preferred Guarantee Trustee

  	
   

  
	
  SECTION 2.4

  	
  Periodic Reports to Preferred Guarantee Trustee

  	
   

  
	
  SECTION 2.5

  	
  Evidence of Compliance with Conditions Precedent

  	
   

  
	
  SECTION 2.6

  	
  Events of Default; Waiver

  	
   

  
	
  SECTION 2.7

  	
  Event of Default; Notice

  	
   

  
	
  SECTION 2.8

  	
  Conflicting Interests

  	
   

  
	
  ARTICLE III

  	
   

  
	
  POWERS, DUTIES
  AND RIGHTS OF PREFERRED GUARANTEE TRUSTEE

  	
   

  
	
  SECTION 3.1

  	
  Powers and Duties of the Preferred Guarantee Trustee

  	
   

  
	
  SECTION 3.2

  	
  Certain Rights of Preferred Guarantee Trustee

  	
   

  
	
  SECTION 3.3

  	
  Not Responsible for Recitals or Issuance of
  Guarantee

  	
   

  
	
  ARTICLE IV

  	
   

  
	
  PREFERRED
  GUARANTEE TRUSTEE

  	
   

  
	
  SECTION 4.1

  	
  Preferred Guarantee Trustee; Eligibility

  	
   

  
	
  SECTION 4.2

  	
  Appointment, Removal and Resignation of Preferred
  Guarantee Trustees

  	
   

  
	
  ARTICLE V

  	
   

  
	
  GUARANTEE

  	
   

  
	
  SECTION 5.1

  	
  Guarantee

  	
   

  
	
  SECTION 5.2

  	
  Waiver of Notice and Demand

  	
   

  
	
  SECTION 5.3

  	
  Obligations Not Affected

  	
   

  
	
  SECTION 5.4

  	
  Rights of Holders

  	
   

  
	
  SECTION 5.5

  	
  Guarantee of Payment

  	
   

  
	
  SECTION 5.6

  	
  Subrogation

  	
   

  
	
  SECTION 5.7

  	
  Independent Obligations

  	
   

  
	
  ARTICLE VI

  	
   

  
	
  LIMITATION OF
  TRANSACTIONS; SUBORDINATION

  	
   

  
	
  SECTION 6.1

  	
  Limitation of Transactions

  	
   

  
	
  SECTION 6.2

  	
  Ranking

  	
   

  
	
  ARTICLE VII

  	
   

  
	
  TERMINATION

  	
   

  
	
  SECTION 7.1

  	
  Termination

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
  INDEMNIFICATION

  	
   

  
	
  SECTION 8.1

  	
  Exculpation

  	
   

  
	
  SECTION 8.2

  	
  Indemnification

  	
   

  
	
  ARTICLE IX

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
  SECTION 9.1

  	
  Successors and Assigns

  	
   

  
	
  SECTION 9.2

  	
  Amendments

  	
   

  
	
  SECTION 9.3

  	
  Notices

  	
   

  
	
  SECTION 9.4

  	
  Benefit

  	
   

  
	
  SECTION 9.5

  	
  Governing Law

  	
   

  



 





















 


CROSS-REFERENCE
TABLE*


 


	
  Section of

  Trust Indenture Act

  1939, as amended

  	
   

  	
  Section of

  Guarantee of

  Agreement

  	
   

  
	
  310(a)

  	
   

  	
  4.1

  	
  (a)

  	
   

  
	
  310(b

  	
   

  	
  4.1

  	
  (c), 2.8

  	
   

  
	
  310(c)

  	
   

  	
  Inapplicable

  	
   

  	
   

  
	
  311(a)

  	
   

  	
  2.2

  	
  (b)

  	
   

  
	
  311(b)

  	
   

  	
  2.2

  	
  (b)

  	
   

  
	
  311(c)

  	
   

  	
  Inapplicable

  	
   

  	
   

  
	
  312(a)

  	
   

  	
  2.2

  	
  (a)

  	
   

  
	
  312(b)

  	
   

  	
  2.2

  	
  (b)

  	
   

  
	
  313

  	
   

  	
  2.3

  	
   

  	
   

  
	
  314(a)

  	
   

  	
  2.4

  	
   

  	
   

  
	
  314(b)

  	
   

  	
  Inapplicable

  	
   

  	
   

  
	
  314(c)

  	
   

  	
  2.5

  	
   

  	
   

  
	
  314(d)

  	
   

  	
  Inapplicable

  	
   

  	
   

  
	
  314(e)

  	
   

  	
  1.1, 2.5, 3.2

  	
   

  	
   

  
	
  314(f)

  	
   

  	
  2.1, 3.2

  	
   

  	
   

  
	
  315(a)

  	
   

  	
  3.1

  	
  (d)

  	
   

  
	
  315(b)

  	
   

  	
  2.7

  	
   

  	
   

  
	
  315(c)

  	
   

  	
  3.1

  	
   

  	
   

  
	
  315(d)

  	
   

  	
  3.1

  	
  (d)

  	
   

  
	
  316(a)

  	
   

  	
  1.1, 2.6, 5.4

  	
   

  	
   

  
	
  316(b)

  	
   

  	
  5.3

  	
   

  	
   

  
	
  316(c)

  	
   

  	
  8.2

  	
   

  	
   

  
	
  317(a)

  	
   

  	
  Inapplicable

  	
   

  	
   

  
	
  317(b)

  	
   

  	
  Inapplicable

  	
   

  	
   

  
	
  318(a)

  	
   

  	
  2.1

  	
  (b)

  	
   

  
	
  318(b)

  	
   

  	
  2.1

  	
   

  	
   

  
	
  318(c)

  	
   

  	
  2.1

  	
  (a)

  	
   

  



 










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


 





















 


PREFERRED
SECURITIES GUARANTEE AGREEMENT


 


This GUARANTEE AGREEMENT
(this “Preferred Securities Guarantee”), dated as of [          ,
200 ], is executed and delivered by The St. Paul Travelers Companies, Inc.,
a Minnesota corporation (the “Guarantor”), and JPMorgan Chase Bank, N.A.,
as trustee (the “Preferred Guarantee Trustee”), for the benefit of the Holders
(as defined herein) from time to time of the Preferred 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 $[          ]
aggregate liquidation preference of its [ ]% Preferred Securities (stated
liquidation amount [$ ] per preferred security) (the “Preferred Securities”)
representing preferred 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 Preferred Securities, the Guarantor desires
irrevocably and unconditionally to agree, to the extent set forth in this
Preferred Securities Guarantee, to pay to the Holders the Guarantee Payments
(as defined herein) and to make certain other payments on the terms and
conditions set forth herein.


 


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


 


ARTICLE I


DEFINITIONS AND
INTERPRETATION


 


SECTION 1.1  Definitions and Interpretation


 


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


 


(a) Capitalized
terms used in this Preferred Securities Guarantee 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 Preferred Securities Guarantee has the same meaning
throughout;


 


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


 


(d) all references
in this Preferred Securities Guarantee to Articles and Sections are to Articles
and Sections of this Preferred Securities Guarantee, unless otherwise
specified;


 


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


 


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


 


“Authorized Officer” of a
Person means any Person that is authorized to bind such Person.


 


“Affiliate” has the same
meaning as given to that term in Rule 405 of the Securities Act of 1933,
as amended, or any successor rule thereunder.


 


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


 





















 


“Corporate Trust Office”
means the office of the Preferred Guarantee Trustee at which the corporate
trust business of the Preferred Guarantee Trustee shall, at any particular
time, be principally administered, which office at the date of execution of
this Agreement is located at 4 New York Plaza, New York, New York 10004-2413,
Attention: Institutional Trust Services.


 


“Covered Person” means
any Holder or beneficial owner of Preferred Securities.


 


“Debentures” means 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.


 


“Event of Default” means
a default by the Guarantor on any of its payment or other obligations under
this Preferred Securities Guarantee; provided, however, that, except with
respect to a default in payment of any Guarantee Payments, the Guarantor shall
have received notice of default and shall not have cured such default within 90
days after receipt of such notice.


 


“Guarantee Payments”
means the following payments or distributions, without duplication, with
respect to the Preferred Securities, to the extent not paid or made by the
Issuer: (i) any accrued and unpaid Distributions (as defined in Annex I to
the Declaration) that are required to be paid on the Preferred Securities, to
the extent the Issuer has funds available therefor, (ii) the redemption
price of [$ ] per Preferred Security, plus 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 Preferred 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 Preferred
Securities as provided in the Declaration or the redemption of all of the
Preferred Securities upon the maturity or redemption of all of the Debentures
as provided in the Declaration) the lesser of (a) the aggregate of the
liquidation amount of [$ ] per Preferred Security and all accrued and unpaid
Distributions on the Preferred Securities to the date of payment, or (b) the
amount of assets of the Issuer remaining for distribution to Holders in
liquidation of the Issuer (in either case, the “Liquidation Distribution”).


 


“Holder” shall mean any
holder, as registered on the books and records of the Issuer, of any Preferred
Securities; provided, however, that, in determining whether the holders of the
requisite percentage of Preferred Securities have given any request, notice,
consent or waiver hereunder, “Holder” shall not include the Guarantor or any
Affiliate of the Guarantor.


 


“Indemnified Person”
means the Preferred Guarantee Trustee, any Affiliate of the Preferred Guarantee
Trustee, or any officers, directors, shareholders, members, partners,
employees, representatives, nominees, custodians or agents of the Preferred
Guarantee Trustee.


 


“Indenture” means the
Subordinated Debt Indenture dated as of [         ,
200  ], among the Guarantor and JPMorgan Chase Bank, N.A.,
as trustee, and any indenture supplemental thereto pursuant to which the
Debentures are to be issued to the Institutional Trustee of the Issuer.


 


“Issuer” has the meaning
provided in the preamble.


 


“Majority in liquidation
amount of the Securities” means, except as provided by the Trust Indenture Act,
a vote by Holder(s), voting separately as a class, holding Preferred Securities
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 Preferred Securities.


 


“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 Preferred
Securities Guarantee shall include:


 


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


 





















 


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


 


(iii) 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


 


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


 


“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 Guarantee
Trustee” means JPMorgan Chase Bank, N.A., until a Successor Preferred
Guarantee Trustee has been appointed and has accepted such appointment pursuant
to the terms of this Preferred Securities Guarantee and thereafter means each
such Successor Preferred Guarantee Trustee.


 


“Responsible Officer”
means, with respect to the Preferred Guarantee Trustee, any officer of the
Preferred Guarantee Trustee with direct responsibility for the administration of
this Preferred Securities Guarantee 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.


 


“Successor Preferred
Guarantee Trustee” means a successor Preferred Guarantee Trustee possessing the
qualifications to act as Preferred Guarantee Trustee under Section 4.1.


 


“Trust Indenture Act”
means the Trust Indenture Act of 1939, as amended.


 


ARTICLE II


TRUST INDENTURE ACT


 


SECTION 2.1  Trust Indenture Act; Application


 


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


 


(b) if and to the
extent that any provision of this Preferred Securities Guarantee limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.


 


SECTION 2.2  Lists of Holders of Securities


 


(a) The Guarantor
shall, or shall cause the Institutional Trustee to, provide the Preferred
Guarantee Trustee with a list of the names and addresses of the Holders (i) on
a date not later than the record date for any payment or other distribution to
the Holders hereunder or under the Declaration, and (ii) at such other
times as the Preferred Guarantee Trustee may request in writing, within 30 days
after the receipt by the Guarantor of any such request, as of a date no more
than 14 days before such list of Holders is given to the Preferred Guarantee
Trustee; provided that the Guarantor shall not be obligated to provide such a
list of holders at any time that such list would not differ from the last such
list provided by the Guarantor to the Preferred Guarantee Trustee under this Section 2.2(a).


 


The Preferred Guarantee
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 Preferred Guarantee Trustee shall be entitled to rely exclusively on the
last list of Holders provided to it by the Guarantor or any Institutional
Trustee.


 





















 


(b) The Preferred
Guarantee 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 Preferred Guarantee Trustee.


 


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


 


SECTION 2.4  Periodic Reports to Preferred Guarantee
Trustee.


 


The Guarantor shall
provide to the Preferred Guarantee Trustee, the Securities and Exchange
Commission and the Holders such documents, reports and information as required
by Section 314 of the Trust Indenture Act (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.


 


The Guarantor shall
provide to the Preferred Guarantee Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Preferred Securities
Guarantee that relate to any of the matters set forth in Section 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.


 


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


 


SECTION 2.7  Event of Default; Notice.


 


(a) The Preferred
Guarantee Trustee shall, within 90 days after the occurrence of an Event of
Default, transmit by mail, first class postage prepaid, to the Holders, notices
of all Events of Default actually known to a Responsible Officer of the
Preferred Guarantee Trustee, unless such Events of Default have been cured
before the giving of such notice; provided, that, the Preferred Guarantee
Trustee shall be protected in withholding such notice if and so long as a
Responsible Officer of the Preferred Guarantee Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders.


 


(b) The Preferred
Guarantee Trustee shall not be deemed to have knowledge of any Event of Default
unless the Preferred Guarantee Trustee shall have received written notice, or
of which a Responsible Officer of the Preferred Guarantee Trustee charged with
the administration of the Declaration shall have obtained actual knowledge.


 


SECTION 2.8  Conflicting Interests.


 


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


 


ARTICLE III


POWERS, DUTIES AND RIGHTS
OF PREFERRED GUARANTEE TRUSTEE


 


SECTION 3.1  Powers and Duties of the Preferred Guarantee
Trustee.


 





















 


(a) This Preferred
Securities Guarantee shall be held by the Preferred Guarantee Trustee for the
benefit of the Holders, and the Preferred Guarantee Trustee shall not transfer
its right, title and interest in this Preferred Securities Guarantee to any
Person except a Holder exercising his or her rights pursuant to Section 5.4(b) or
to a Successor Preferred Guarantee Trustee on acceptance by such Successor
Preferred Guarantee Trustee of its appointment to act as Successor Preferred
Guarantee Trustee. The right, title and interest of the Preferred Guarantee
Trustee shall automatically vest in any Successor Preferred Guarantee Trustee,
and such vesting and cessation of title shall be effective whether or not
conveyancing documents have been executed and delivered pursuant to the
appointment of such Successor Preferred Guarantee Trustee.


 


(b) If an Event of
Default actually known to a Responsible Officer of the Preferred Guarantee
Trustee has occurred and is continuing, the Preferred Guarantee Trustee shall
enforce this Preferred Securities Guarantee for the benefit of the Holders of
the Preferred Securities.


 


(c) The Preferred
Guarantee 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 Preferred
Securities Guarantee, and no implied covenants shall be read into this
Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case
an Event of Default has occurred (that has not been cured or waived pursuant to
Section 2.6) and is actually known to a Responsible Officer of the
Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall exercise
such of the rights and powers vested in it by this Preferred Securities
Guarantee, and use the same degree of care and skill in its exercise thereof,
as a prudent person would exercise or use under the circumstances in the
conduct of his or her own affairs.


 


(d) No provision of
this Preferred Securities Guarantee shall be construed to relieve the Preferred
Guarantee 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 any 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 Preferred Guarantee Trustee shall be determined
solely by the express provisions of this Preferred Securities Guarantee, and
the Preferred Guarantee Trustee shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this Preferred
Securities Guarantee, and no implied covenants or obligations shall be read
into this Preferred Securities Guarantee against the Preferred Guarantee
Trustee; and


 


(B) in the
absence of bad faith on the part of the Preferred Guarantee Trustee, the
Preferred Guarantee 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 Preferred Guarantee Trustee and
substantially conforming to the requirements of this Preferred Securities
Guarantee; but in the case of any such certificates or opinions that by any
provision hereof are specifically required to be furnished to the Preferred
Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to
examine the same to determine whether or not they substantially conform to the
requirements of this Preferred Securities Guarantee;


 


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


 


(iii) the
Preferred Guarantee 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 Preferred Securities relating to the time, method and place of conducting
any proceeding for any remedy available to the Preferred Guarantee Trustee, or
exercising any trust or power conferred upon the Preferred Guarantee Trustee
under this Preferred Securities Guarantee; and


 


(iv) no
provision of this Preferred Securities Guarantee shall require the Preferred
Guarantee 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 the Preferred Guarantee Trustee shall have
reasonable grounds


 





















 


for believing that the
repayment of such funds or liability is not reasonably assured to it under the
terms of this Preferred Securities Guarantee or indemnity, reasonably
satisfactory to the Preferred Guarantee Trustee, against such risk or liability
is not reasonably assured to it.


 


SECTION 3.2  Certain Rights of Preferred Guarantee
Trustee.


 


(a)  Subject
to the provisions of Section 3.1:


 


(i) The
Preferred Guarantee 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 Guarantor contemplated by this Preferred Securities
Guarantee shall be sufficiently evidenced by an Officers’ Certificate.


 


(iii) Whenever,
in the administration of this Preferred Securities Guarantee, the Preferred
Guarantee Trustee shall deem it desirable that a matter be proved or
established before taking, suffering or omitting any action hereunder, the
Preferred Guarantee Trustee (unless other evidence is herein specifically
prescribed) may, in the absence of bad faith on its part, request and
conclusively rely upon an Officers’ Certificate which, upon receipt of such
request, shall be promptly delivered by the Guarantor.


 


(iv) The
Preferred Guarantee Trustee shall have no duty to see to any recording, filing
or registration of any instrument (or any rerecording, refilling or
re-registration thereof).


 


(v) The
Preferred Guarantee Trustee may consult with counsel, and the written advice or
opinion of such counsel with respect to legal matters 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 Guarantor or any of its Affiliates
and may include any of its employees. The Preferred Guarantee Trustee shall
have the right at any time to seek instructions concerning the administration
of this Preferred Securities Guarantee from any court of competent
jurisdiction.


 


(vi) The
Preferred Guarantee Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Preferred Securities Guarantee at the
request or direction of any Holder, unless such Holder shall have provided to
the Preferred Guarantee Trustee such security and indemnity, reasonably
satisfactory to the Preferred Guarantee Trustee, against the costs, expenses
(including attorneys’ fees and expenses and the expenses of the Preferred
Guarantee 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 Preferred Guarantee Trustee;
provided that, nothing contained in this Section 3.2(a)(vi) shall be
taken to relieve the Preferred Guarantee Trustee, upon the occurrence of an
Event of Default, of its obligation to exercise the rights and powers vested in
it by this Preferred Securities Guarantee.


 


(vii) The
Preferred Guarantee 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 Preferred Guarantee Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit.


 


(viii) The
Preferred Guarantee Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents,
nominees, custodians or attorneys, and the Preferred Guarantee 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 Preferred Guarantee Trustee or its agents hereunder shall
bind the Holders of the Preferred Securities, and the signature of the
Preferred Guarantee Trustee or its agents alone shall be sufficient and
effective to perform any such action. No third party shall be required to inquire
as to the authority of the


 





















 


Preferred Guarantee
Trustee to so act or as to its compliance with any of the terms and provisions
of this Preferred Securities Guarantee, both of which shall be conclusively
evidenced by the Preferred Guarantee Trustee’s or its agent’s taking such
action.


 


(x) Whenever in
the administration of this Preferred Securities Guarantee the Preferred
Guarantee Trustee shall deem it desirable to receive instructions with respect
to enforcing any remedy or right or taking any other action hereunder, the
Preferred Guarantee Trustee (i) may request instructions from the Holders
of a Majority in liquidation amount of the Preferred Securities, (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 accordance with such instructions.


 


(b) No provision of
this Preferred Securities Guarantee shall be deemed to impose any duty or
obligation on the Preferred Guarantee 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 Preferred Guarantee
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 Preferred
Guarantee Trustee shall be construed to be a duty.


 


(c) The Trustee
shall not be charged with knowledge of any Event of Default with respect to the
Securities unless (1) a Responsible Officer of the Trustee shall have
actual knowledge of such Event of Default or (2) written notice of such
Event of Default shall have been given to the Trustee by the Company or by any
Holder of Securities.


 


SECTION 3.3  Not Responsible for Recitals or Issuance of
Guarantee.


 


The recitals contained in
this Guarantee shall be taken as the statements of the Guarantor, and the
Preferred Guarantee Trustee does not assume any responsibility for their
correctness. The Preferred Guarantee Trustee makes no representation as to the
validity or sufficiency of this Preferred Securities Guarantee.


 


ARTICLE IV


PREFERRED GUARANTEE
TRUSTEE


 


SECTION 4.1  Preferred Guarantee Trustee; Eligibility.


 


(a)  There
shall at all times be a Preferred Guarantee Trustee which shall:


 


(i)  not
be an Affiliate of the Guarantor; and


 


(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 Securities and Exchange 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 4.
1(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.


 


(b) If at any time
the Preferred Guarantee Trustee shall cease to be eligible to so act under Section 4.1(a),
the Preferred Guarantee Trustee shall immediately resign in the manner and with
the effect set out in Section 4.2(c).


 


(c) If the Preferred
Guarantee Trustee has or shall acquire any “conflicting interest” within the meaning
of Section 310(b) of the Trust Indenture Act, the Preferred Guarantee
Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.


 





















 


SECTION 4.2  Appointment, Removal and Resignation of Preferred
Guarantee Trustees.


 


(a) Subject to Section 4.2(b),
the Preferred Guarantee Trustee may be appointed or removed without cause at
any time by the Guarantor.


 


(b) The Preferred
Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until
a Successor Preferred Guarantee Trustee has been appointed and has accepted
such appointment by written instrument executed by such Successor Preferred
Guarantee Trustee and delivered to the Guarantor.


 


(c) The Preferred
Guarantee Trustee appointed to office shall hold office until a Successor
Preferred Guarantee Trustee shall have been appointed or until its removal or
resignation. The Preferred Guarantee Trustee may resign from office by an
instrument in writing executed by the Preferred Guarantee Trustee and delivered
to the Guarantor, which resignation shall not take effect until a Successor
Preferred Guarantee Trustee has been appointed and has accepted such
appointment by instrument in writing executed by such Successor Preferred
Guarantee Trustee and delivered to the Guarantor and the resigning Preferred
Guarantee Trustee, whereupon the resigning Preferred Guarantee Trustee shall be
released and discharged of the trusts and other duties imposed on such trustee
in connection herewith.


 


(d) If no Successor
Preferred Guarantee Trustee shall have been appointed and accepted appointment
as provided in this Section 4.2 within 60 days after delivery to the
Guarantor of an instrument of resignation, the resigning Preferred Guarantee
Trustee may petition any court of competent jurisdiction for appointment of a
Successor Preferred Guarantee Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper, appoint a Successor
Preferred Guarantee Trustee.


 


(e) No Preferred
Guarantee Trustee shall be liable for the acts or omissions to act of any
Successor Preferred Guarantee Trustee.


 


(f) Upon termination
of this Preferred Securities Guarantee or removal or resignation of the
Preferred Guarantee Trustee pursuant to this Section 4.2, the Guarantor
shall pay to the Preferred Guarantee Trustee all amounts accrued and owing to
such Preferred Guarantee Trustee to the date of such termination, removal or
resignation.


 


ARTICLE V


GUARANTEE


 


SECTION 5.1 
Guarantee.


 


The Guarantor irrevocably
and unconditionally agrees to pay in full to the Holders the Guarantee Payments
(without duplication of amounts theretofore paid by or on behalf of the Issuer
pursuant to the Declaration or by the Guarantor pursuant to the Indenture), as
and when due, regardless of any defense, right of set-off or counterclaim that
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 5.2  Waiver of Notice and Demand.


 


The Guarantor hereby
waives notice of acceptance of this Preferred 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 5.3  Obligations Not Affected.


 


The obligations,
covenants, agreements and duties of the Guarantor under this Preferred
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 Preferred 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 Preferred Securities or the extension of time
for the performance of any other obligation under, arising out of, or in
connection with, the Preferred 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 Preferred 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 Preferred Securities;


 


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


 


(g) to the
extent permitted by law, 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 5.3 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 5.4 
Rights of Holders.


 


(a) The Holders of a
Majority in liquidation amount of the Preferred Securities have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Preferred Guarantee Trustee in respect of this Preferred
Securities Guarantee or exercising any trust or power conferred upon the
Preferred Guarantee Trustee under this Preferred Securities Guarantee.


 


(b) If the Preferred
Guarantee Trustee fails to enforce its rights under this Preferred Securities
Guarantee, any Holder may directly institute a legal proceeding against the
Guarantor to enforce the Preferred Guarantee Trustee’s rights under this
Preferred Securities Guarantee, without first instituting a legal proceeding
against the Issuer, the Preferred Guarantee Trustee or any other Person or
entity.


 


(c) A Holder may
also directly institute a legal proceeding against the Guarantor to enforce
such Holder’s right to receive payment under this Preferred Securities
Guarantee without first (i) directing the Preferred Guarantee Trustee to
enforce the terms of this Preferred Securities Guarantee or (ii) instituting
a legal proceeding directly against the Issuer or any other Person or entity.


 


SECTION 5.5  Guarantee of Payment.


 


This Preferred Securities
Guarantee creates a guarantee of payment and not of collection (i.e., a Covered
Person may institute a legal proceeding directly against the Guarantor to
enforce its rights under this Preferred Securities Guarantee without first
instituting a legal proceeding against any other person or entity). This
Preferred Securities Guarantee will not be discharged except by payment of the
Guarantee Payments in full to the extent not previously paid or upon
Distribution to the Holders of the corresponding series of Debentures as
provided in the Declaration.


 


SECTION 5.6 
Subrogation.


 


The Guarantor shall be
subrogated to all (if any) rights of the Holders against the Issuer in respect
of any amounts paid to such Holders by the Guarantor under this Preferred
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 right that it may acquire by way of subrogation or any
indemnity, reimbursement or other agreement, in all cases as a result of
payment under this Preferred Securities Guarantee, if, at the time of any such
payment, any amounts are due and unpaid under this Preferred 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 to the Holders.


 


SECTION 5.7  Independent Obligations.


 


The Guarantor
acknowledges that its obligations hereunder are independent of the obligations
of the Issuer with respect to the Preferred Securities, and that the Guarantor
shall be liable as principal and as debtor hereunder to make Guarantee Payments
pursuant to the terms of this Preferred Securities Guarantee notwithstanding
the occurrence of any event referred to in subsections (a) through (g),
inclusive, of Section 5.3 hereof


 


ARTICLE VI


LIMITATION OF
TRANSACTIONS; SUBORDINATION


 


SECTION 6.1  Limitation of Transactions.


 


So long as any Preferred
Securities remain outstanding, if there shall have occurred any event that
would constitute an Event of Default hereunder 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 or make
any guarantee payment with respect thereto (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) distribution
of rights under any shareholders’ rights plan adopted by the Company) 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 this 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 6.2  Ranking.


 


This Preferred 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 (A) the most senior preferred or preference stock now or
hereafter issued by the Guarantor, (B) any guarantee now or hereafter
entered into by the Guarantor in respect of any preferred or preference stock
or preferred trust security of any Affiliate of the Guarantor and (C) those
debt securities previously issued and from time to time issued and outstanding
as described in clause (D) of the proviso to the definition of Senior
Indebtedness set forth in the Indenture and (iii) senior to the Guarantor’s
common stock.


 


ARTICLE VII


TERMINATION


 


SECTION 7.1 
Termination.


 


This Preferred Securities
Guarantee shall terminate upon (i) full payment of the Redemption Price of
all Preferred Securities, (ii) the distribution of the Debentures to the
Holders of all of the Preferred Securities or (iii) full payment of the
amounts payable in accordance with the Declaration upon liquidation of the
Issuer. Notwithstanding the foregoing, this Preferred Securities Guarantee will
continue to be effective or will be reinstated, as the case may


 





















 


be, if at any time any
Holder must restore payment of any sums paid under the Preferred Securities or
under this Preferred Securities Guarantee.


 


ARTICLE VIII


INDEMNIFICATION


 


SECTION 8.1 
Exculpation.


 


(a) No Indemnified
Person shall be liable, responsible or accountable in damages or otherwise to
the Guarantor 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 in accordance with this Preferred Securities Guarantee and in a
manner that such Indemnified Person reasonably believed to be within the scope
of the authority conferred on such Indemnified Person by this Preferred
Securities Guarantee 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 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 Guarantor and upon such information, opinions, reports or statements
presented to the Guarantor 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 Guarantor, 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 might properly be paid.


 


SECTION 8.2 
Indemnification.


 


(a) To the fullest
extent permitted by applicable law, the Guarantor shall indemnify and hold
harmless each Indemnified Person from and against any loss, damage or claim
incurred by such Indemnified Person by reason of any act or omission performed
or omitted by such Indemnified Person in good faith in accordance with this
Guarantee Agreement and in a manner such Indemnified Person reasonably believed
to be within the scope of authority conferred on such Indemnified Person by
this Guarantee Agreement, except that no Indemnified Person shall be entitled
to be indemnified in respect of any loss, damage or claim incurred by such
Indemnified Person by reason of such Indemnified Person’s negligence or willful
misconduct with respect to such acts or omissions.


 


(b) To the fullest
extent permitted by applicable law, reasonable expenses (including legal fees)
incurred by an Indemnified Person in defending any claim, demand, action, suit
or proceeding shall, from time to time, be advanced by the Guarantor prior to
the final disposition of such claim, demand, action, suit or proceeding upon
receipt by the Guarantor 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 as authorized in Section 8.2(a).


 


(c) The obligation
to indemnify as set forth in this Section 8.2 shall survive the
termination of this Preferred Securities Guarantee.


 


(d) The Guarantor
agrees to pay to the Preferred Guarantee Trustee compensation for its services
as shall be mutually agreed upon by the Guarantor and the Preferred Guarantee
Trustee. The Guarantor shall reimburse the Preferred Guarantee Trustee upon
request for all reasonable out-of-pocket expenses incurred by it, including the
reasonable compensation and expenses of the Preferred Guarantee Trustee’s
agents and counsel, except any expense as may be attributable to the negligence
of the Preferred Guarantee Trustee.


 


ARTICLE IX


MISCELLANEOUS


 


SECTION 9.1  Successors and Assigns.


 


All guarantees and
agreements contained in this Preferred 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 Preferred Securities then
outstanding.


 





















 


SECTION 9.2 
Amendments.


 


Except with respect to
any changes that do not adversely affect the rights of Holders (in which case
no consent of Holders will be required), this Preferred Securities Guarantee
may be amended only with the prior approval of the Holders of not less than a
Majority in 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 the outstanding Preferred Securities. The provisions of Section 12.2
of the Declaration with respect to meetings of Holders apply to the giving of
such approval. This Preferred Securities Guarantee may not be amended, and no
amendment hereof that affects the Preferred Guarantee Trustee’s rights, duties
or immunities hereunder or otherwise shall be effective, unless such amendment is
executed by the Preferred Guarantee Trustee (which shall have no obligation to
execute any such amendment, but may do so in its sole discretion).


 


SECTION 9.3 
Notices.


 


All notices provided for
in this Preferred 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
Preferred Guarantee Trustee, at the Preferred Guarantee Trustee’s mailing
address set forth below (or such other address as the Preferred Guarantee
Trustee may give notice of to the Holders): JPMorgan Chase Bank, N.A.,
4 New York Plaza, New York, New York 10004-2413, Attention: Institutional
Trust Services.


 


(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) The St. Paul
Travelers Companies, Inc., 385 Washington Street, St. Paul, Minnesota
55102, Attention: Bruce A. Backberg, with a copy to the attention of the
Treasurer at such address.


 


(c) If given to any
Holder, 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 9.4 
Benefit.


 


This Preferred Securities
Guarantee is solely for the benefit of the Holders of the Preferred Securities
and, subject to Section 3.1(a), is not separately transferable from the
Preferred Securities.


 


SECTION 9.5 
Governing Law.


 


THIS PREFERRED SECURITIES
GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.


 





















 


THIS PREFERRED SECURITIES
GUARANTEE is executed as of the day and year first above written.


 


	
   

  	
  THE ST. PAUL TRAVELERS COMPANIES, INC.,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Bruce A. Backberg

  
	
   

  	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  as Preferred Guarantee Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: Authorized Officer