Exhibit 4.3

                              CERTIFICATE OF TRUST
                           OF ST. PAUL CAPITAL TRUST I

            The undersigned, the trustees of St. Paul Capital I, desiring to
form a business trust pursuant to Delaware Business Trust Act, 12 Del.
C. Section 3801 ET. SEQ., hereby certify as follow:

            (a)   The name of the business trust being formed hereby (the
"Trust") is "St. Paul Capital Trust I."

            (b) The name and business address of the trustee of the Trust which
has its principal place of business in the State of Delaware is as follows:

            Chase Manhattan Bank USA, National Association
            c/o J.P. Morgan Chase
            Attn:  Institutional Trust Services
            500 Stanton Christiana Road, Fl 3 / OPS4
            Newark, DE  19713

            (c) This Certificate of Trust may be executed in one or more
counterparts, all of which together shall constitute one and the same
instrument.

            (d) This Certificate of Trust shall be effective as of its filing.

            IN WITNESS WHEREOF, the undersigned, being all of the initial
trustees of the Trust, have executed this Certificate of Trust.



                                CHASE MANHATTAN BANK USA,
                                NATIONAL ASSOCIATION, as Trustee



                                By:  /s/ John Cashin
                                    -----------------------------
                                      Name: John Cashin
                                     Title: Vice President


                                By:  /s/ Thomas A. Bradley
                                    -----------------------------
                                      Name: Thomas A. Bradley, as Trustee