<PAGE>

                                                                    Exhibit 4.15




================================================================================












                    AMENDED AND RESTATED DECLARATION OF TRUST



                            ST. PAUL CAPITAL TRUST II





















                          DATED AS OF _________, 200__




================================================================================



<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>                                                                                            <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
</TABLE>



                                      -i-


<PAGE>


<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
<S>          <C>                                                                                            <C>
                                                    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.......................................................................33
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.............................................................................36
SECTION 9.5  Notices to Clearing Agency.......................................................................36
SECTION 9.6  Appointment of Successor Clearing Agency.........................................................37
SECTION 9.7  Definitive Preferred Security Certificates.......................................................37
SECTION 9.8  Mutilated, Destroyed, Lost or Stolen Certificates................................................37
</TABLE>



                                      -ii-


<PAGE>


<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
<S>          <C>                                                                                            <C>
                                                    ARTICLE X
                      LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1  Liability.......................................................................................38
SECTION 10.2  Exculpation.....................................................................................38
SECTION 10.3  Fiduciary Duty..................................................................................39
SECTION 10.4  Indemnification.................................................................................40
SECTION 10.5  Outside Businesses..............................................................................43

                                                   ARTICLE XI
                                                   ACCOUNTING

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

                                                   ARTICLE XII
                                             AMENDMENTS AND MEETINGS

SECTION 12.1  Amendments......................................................................................45
SECTION 12.2  Meetings of the Holders of Securities: Action by Written Consent................................47

                                                  ARTICLE XIII
                          REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

SECTION 13.1  Representations and Warranties of Institutional Trustee.........................................48
SECTION 13.2  Representations and Warranties of Delaware Trustee..............................................49

                                                   ARTICLE XIV
                                                  MISCELLANEOUS

SECTION 14.1  Notices.........................................................................................50
SECTION 14.2  Governing Law...................................................................................51
SECTION 14.3  Intention of the Parties........................................................................51
SECTION 14.4  Headings........................................................................................51
SECTION 14.5  Successors and Assigns..........................................................................51
SECTION 14.6  Partial Enforceability..........................................................................51
SECTION 14.7  Counterparts....................................................................................52
</TABLE>



                                     -iii-


<PAGE>






         AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and
effective as of [________, 200__], 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 II (the "Trust"), a trust under the Business Trust Act (as defined
herein), pursuant to a Declaration of Trust dated as of November 14, 2001 (the
"Original Declaration"), and a Certificate of Trust filed with the Secretary of
State of the State of Delaware on November 14, 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, 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 day on which banking
institutions in the City of New York, New York are authorized or required by any
applicable law or executive order 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 JPMorgan Chase Bank as trustee under the
Indenture until a successor is appointed thereunder, and thereafter means such
successor trustee.

         "Debentures" means the [ ]% 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 Subordinated Debt Indenture dated as of
[__________, 200__], 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 [__________, 200__], 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.



                                      -5-


<PAGE>



         "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 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.

         "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.

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

         "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 appearing as
exhibit 1.5 to the registration statement on Form S-3 of The St. Paul and the
Trust relating to the Preferred Securities and the related Preferred Securities
Guarantee.

                                  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



                                      -7-



<PAGE>



List of Holders given to the Institutional Trustee by the Sponsor and the
Regular Trustees on behalf of the 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 terms of the Securities. The foregoing provisions of



                                      -9-


<PAGE>



     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 501(1) and 501(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.



                                      -10-


<PAGE>



                                  ARTICLE III
                                  ORGANIZATION

SECTION 3.1  Name.

         The Trust is named "St. Paul Capital Trust II", 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
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.



                                      -11-


<PAGE>


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


                                      -12-


<PAGE>



          (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 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.


                                      -15-


<PAGE>




     (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.


                                      -16-


<PAGE>



     (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
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



                                      -17-


<PAGE>



(that has not been cured or waived pursuant to Section 2.6) 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;



                                      -18-



<PAGE>



          (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 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) to the extent 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, 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;



                                      -19-


<PAGE>



          (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;



                                      -20-


<PAGE>



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


                                      -21-


<PAGE>



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 November 14, 2051.

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;



                                      -22-


<PAGE>



          (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 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 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;



                                      -24-


<PAGE>



     (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.

     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:



                                      -25-

<PAGE>


     (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 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



                                      -26-


<PAGE>



          (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.

     (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
                  Bruce 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, Fl. 3 / OPS4
                  Newark, Delaware 19713
                  Attention: Institutional Trust Services



                                      -27-


<PAGE>



                  The initial Institutional Trustee shall be:

                  JPMorgan Chase 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;

          (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.



                                      -28-


<PAGE>



     (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 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


                                      -29-


<PAGE>




are more than two, a majority of the Regular Trustees 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


                                      -30-


<PAGE>



     (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 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.



                                      -32-


<PAGE>



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 ("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;



                                      -33-


<PAGE>



          (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;

          (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:


                                      -34-


<PAGE>



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

          (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 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.



                                      -35-


<PAGE>



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;

     (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.


                                      -36-


<PAGE>


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

          (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



                                      -37-


<PAGE>



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

          (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


                                      -38-


<PAGE>



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), 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.



                                      -39-


<PAGE>



     (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, 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.



                                      -40-


<PAGE>



          (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 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.



                                      -41-


<PAGE>



          (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.

          (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.


                                      -42-


<PAGE>



     (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 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.



                                      -43-



<PAGE>



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.

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



                                      -44-


<PAGE>



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;

     (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



                                      -45-



<PAGE>



               (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

     (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


                                      -46-


<PAGE>



          (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
     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


                                      -47-


<PAGE>



     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
     traded, 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 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);



                                      -48-


<PAGE>



     (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).

     (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.



                                      -49-


<PAGE>



                                  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 II
                  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):

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



                                      -50-


<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.

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.



                                      -51-


<PAGE>



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.



                                      -52-

<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: [____________]


                                       JPMORGAN CHASE 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



                                      -53-


<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 [_________, 200__] (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. [____________ ( _______ )] Preferred Securities
of the Trust with an aggregate liquidation amount with respect to the assets of
the Trust of [_________] dollars [($_________)] and a liquidation amount with
respect to the assets of the Trust of [$ ] 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 [_________] dollars [($_________)] and a liquidation amount with
respect to the assets of the Trust of [$ ] 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 [$ ] 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
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


<PAGE>


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 [________, 200__], and will be payable quarterly in arrears, on
[__________], [_________], [_________] and [_________] of each year, commencing
on [_________, 200__]. 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 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 or such subsidiary as a result of an
exchange or conversion of any class or series of capital stock of The St. Paul
for any other class or series of the capital stock of The St. Paul's or such
subsidiary's, (iii) the purchase of fractional interests in shares of capital
stock of The St. Paul 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 or such subsidiary) 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 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


                                      -2-


<PAGE>



periods; provided, further, that no Extension Period may 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 [_________, 200__] (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-


<PAGE>


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 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 [$ ] 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.


                                      -4-
<PAGE>



     (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.

     "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) as a result of any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or which
pronouncement or decision is announced on or after the date of the original
issuance of the Securities there is more than an insubstantial risk that (i) the
Trust is, or will be within 90 days of the date of such opinion, subject to
United States federal income tax with respect to income accrued or received on
the Debentures, (ii) the Trust is, or, within 90 days of the date of such
opinion, will 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 is not or will not, within 90 days of the date of such opinion, 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 (a) an amendment to or a change
(including any announced prospective change) in law or regulation of the United



                                      -5-


<PAGE>



States or any rules, guidelines or policies of any applicable regulatory
authority for the Debenture Issuer, or (b) as a result of any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or which
pronouncement or decision is announced on or after the date of the original
issuance of the Securities (a "Change in 1940 Act Law"), there is a more than an
insubstantial risk that the Trust is or will be considered, within 90 days of
the date of such opinion, an Investment Company which is required to be
registered under the Investment Company Act.

     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 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.



                                      -6-


<PAGE>



          (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.

          (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



                                      -7-


<PAGE>



     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 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 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



                                      -8-


<PAGE>


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 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 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 to such Holder of Preferred Securities in such Direct Action.

     (c) 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.



                                      -9-


<PAGE>


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.

     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 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 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


                                      -10-


<PAGE>



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.

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.


                                      -11-


<PAGE>



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
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 reasonable 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.



                                      -12-



<PAGE>



     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.




                                      -13-

<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 II

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

         ST. PAUL CAPITAL TRUST II, 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 [ ]% Trust Preferred Securities (the
"Preferred Securities"). The Preferred Securities are transferable on the books





                                      A1-1

<PAGE>



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. 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 [__________, 200__] 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 [________, 200__].

                                       ST. PAUL CAPITAL TRUST II



                                       -----------------------------------------
                                       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 OF 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 [$ ]
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: [_________], [_________], [________] and [________] of each year,
commencing on [_______, 200__], 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 II

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

         ST. PAUL CAPITAL TRUST II, 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 [___________, 200__], 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 [___________, 200__].



                                       ST. PAUL CAPITAL TRUST II



                                       -----------------------------------------
                                       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)





                                      B-1